v3.26.1
Unsecured Senior Notes
 3 Months Ended
Mar. 31, 2026
Debt Instruments [Abstract]  
Unsecured Senior Notes Secured Borrowings
Secured Financing Agreements
The following table is a summary of our secured financing agreements in place as of March 31, 2026 and December 31, 2025 (dollars in thousands):
Outstanding Balance at
Current
Maturity		   
Extended
Maturity (a)
   
Weighted Average
Coupon
Pledged Asset
Carrying Value		Maximum
Facility Size		   March 31, 2026December 31, 2025
Repurchase Agreements:
Commercial LoansAug 2026 to May 2031
(b)
Jun 2029 to Feb 2035
(b)
Index + 1.80%
(c)
$10,795,866 $12,330,841 
(d)
$7,242,074 $6,048,734 
Residential LoansJul 2026 to Oct 2027Mar 2027 to Apr 2028
SOFR + 1.65%
2,216,293 2,950,000 1,945,826 1,929,400 
Infrastructure LoansSep 2027Sep 2029
SOFR + 2.00%
157,188 650,000 93,858 211,651 
Conduit LoansDec 2026 to Jun 2028Dec 2027 to Jun 2029
SOFR + 2.00%
54,456 375,000 41,325 — 
CMBS/RMBSJun 2026 to Apr 2032
(e)
Aug 2026 to Oct 2032
(e)
(f)1,242,305 938,854 737,170 
(g)
700,307 
Total Repurchase Agreements14,466,108 17,244,695 10,060,253 8,890,092 
Other Secured Financing:
Borrowing Base FacilityOct 2027Oct 2029
SOFR + 2.00%
237,542 1,250,000 
(h)
4,000 2,000 
Commercial Financing FacilitiesJan 2027 to Apr 2030Jan 2027 to Feb 2035
Index + 1.98%
704,673 1,097,495 
(i)
478,425 480,611 
Infrastructure Financing FacilitiesJul 2028 to Oct 2028Aug 2030 to Jul 2033
SOFR + 1.96%
618,434 1,175,000 497,016 515,004 
Property Financing
May 2026 to Dec 2026Jul 2026 to May 2029
SOFR + 2.29%
741,081 1,070,691 558,961 
(j)
622,906 
Term Loans and RevolverNov 2027 to Sep 2032N/A
SOFR + 2.00%
N/A
(k)
2,464,480 2,264,481 2,270,180 
Total Other Secured Financing2,301,730 7,057,666 3,802,883 3,890,701 
$16,767,838 $24,302,361 13,863,136 12,780,793 
Unamortized net discount(17,507)(19,084)
Unamortized deferred financing costs(76,053)(82,761)
$13,769,576 $12,678,948 
______________________________________________________________________________________________________________________
(a)Subject to certain conditions as defined in the respective facility agreement.
(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(c)Certain facilities with an outstanding balance of $2.8 billion as of March 31, 2026 are indexed to EURIBOR, BBSY, SARON, SONIA and STIBOR. The remainder are indexed to SOFR.
(d)Certain facilities with an aggregate initial maximum facility size of $11.9 billion may be increased to $12.3 billion, subject to certain conditions. The $12.3 billion amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $286.0 million as of March 31, 2026 carry a rolling 6 or 12-month term which may reset monthly or quarterly with the lender’s consent. These facilities carry no maximum facility size.
(f)Certain facilities with an outstanding balance of $338.1 million as of March 31, 2026 have a weighted average fixed annual interest rate of 4.02%. All other facilities are variable rate with a weighted average rate of SOFR + 1.64%.
(g)Includes: (i) $317.0 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $25.2 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 15).
(h)The maximum facility size as of March 31, 2026 of $615.0 million may be increased to $1.3 billion, subject to certain conditions. The $1.3 billion amount includes such upsize.
(i)Certain facilities with an aggregate initial maximum facility size of $997.5 million may be increased to $1.1 billion, subject to certain conditions. The $1.1 billion amount includes such upsizes.
(j)Of the total balance, $90.8 million relates to Fundamental.
(k)These facilities are secured by the equity interests in certain of our subsidiaries which totaled $7.8 billion as of March 31, 2026.
In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any financing facilities which contain near term expirations.
During the three months ended March 31, 2026, we amended commercial credit facilities resulting in an aggregate upsize of $250.0 million and extended the weighted average maturity on amended facilities by 1.2 years to 1.9 years.

Our secured financing agreements contain certain financial tests and covenants. As of March 31, 2026, we were in compliance with all such covenants.

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 68% of these agreements, do not permit valuation adjustments based on capital market events and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For the 32% of repurchase agreements which do permit valuation adjustments based on capital market events, approximately 7% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreement.
For the three months ended March 31, 2026 and 2025, approximately $9.2 million and $8.8 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

As of March 31, 2026, Morgan Stanley Bank, N.A. held collateral sold under certain of our repurchase agreements with carrying values that exceeded the respective repurchase obligations by $0.9 billion. The weighted average extended maturity of those repurchase agreements is 4.1 years.

Securitized Financing
Collateralized Loan Obligations and Single Asset Securitizations
We finance various pools of our commercial and infrastructure loans held-for-investment through multiple CLOs and a SASB, each involving the transfer of held-for-investment loans or loan participations into a consolidated VIE, which then issues various classes of non-recourse notes secured by the loans pursuant to the terms of an indenture. In exchange for the transfer of loans to the respective VIE, we receive cash proceeds from the sale of the notes to third parties and retain subordinated notes or preferred shares in the VIE. The CLOs typically contain a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a specified period of years. The CLOs may also contain a ramp-up feature that, for a certain period of time after the closing date, allows us to utilize unused proceeds of the CLO to acquire additional collateral to complete the CLO portfolio.
During the three months ended March 31, 2026, our CLO and SASB activity was as follows:
Infrastructure Lending Segment
In January 2026, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, Starwood 2026-SIF7. On the closing date, the CLO issued $600.0 million of notes, of which $496.2 million of notes were purchased by third party investors and $103.8 million of subordinated notes were retained by us. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of three years. The CLO also contains a ramp-up feature. In connection therewith, we redeemed at par the third party financing for our STWD 2024-SIF3 issued in May 2024 for $330.0 million plus accrued interest, and contributed certain loans previously held in that CLO to Starwood 2026-SIF7.
Asset-backed Securitizations
Fundamental utilizes ABS financing in the form of net-lease mortgage notes issued under a master trust by wholly-owned consolidated special purpose vehicles (“SPVs”). Each ABS note series requires monthly principal and interest payments with a balloon payment due at maturity. In connection with the ABS notes, Fundamental is subject to various restrictive financial and nonfinancial covenants, which, among other things, require certain minimum debt service coverage ratios. Fundamental was in compliance with all such covenants as of March 31, 2026.
During the three months ended March 31, 2026, ABS activity was as follows:
Property Segment
In March 2026, we refinanced a pool of our Fundamental net lease properties through an ABS, FI Series 2026-1, with $466.4 million of third party financing at a weighted average fixed rate of 5.06% and weighted average maturity of 5.4 years. In connection therewith, we redeemed at par the third party financing for our ABS, FI Series 2023-1, which had a weighted average fixed rate of 6.65%, for $323.6 million plus accrued interest. This reduced the cost of funds on the aggregate ABS financing on the master trust from 5.73% to 5.29%.
The CLOs, SASB and ABS SPVs are considered VIEs, for which we are deemed the primary beneficiary and therefore consolidate. Refer to Note 15 for further discussion.
The following table is a summary of our securitized financing as of March 31, 2026 and December 31, 2025 (amounts in thousands):
March 31, 2026CountFace
Amount		Carrying
Value
Weighted
Average Rate
Maturity
STWD 2025-FL4
Collateral assets21$1,080,750 $1,108,428 
SOFR + 3.05%
(a)August 2029(b)
Financing1968,628 961,584 
SOFR + 1.85%
(c)December 2042(d)
STWD 2022-FL3
Collateral assets19534,270 545,840 
SOFR + 2.95%
(a)June 2027(b)
Financing1384,105 384,105 
SOFR + 1.97%
(c)November 2038(d)
STWD 2021-HTS
Collateral assets185,390 85,801 
SOFR + 3.97%
(a)April 2026(b)
Financing165,481 65,481 
SOFR + 3.90%
(c)April 2034(d)
STWD 2021-FL2
Collateral assets14635,113 685,340 
SOFR + 3.30%
(a)April 2027(b)
Financing1463,432 463,432 
SOFR + 1.98%
(c)April 2038(d)
Starwood 2026-SIF7
Collateral assets33575,753 607,056 
SOFR + 3.59%
(a)June 2031(b)
Financing1496,200 492,965 
SOFR + 1.91%
(c)January 2038(d)
Starwood 2025-SIF6
Collateral assets31483,938 516,803 
SOFR + 3.71%
(a)July 2031(b)
Financing1413,500 410,990 
SOFR + 1.91%
(c)October 2037(d)
Starwood 2025-SIF5
Collateral assets30472,035 509,127 
SOFR + 3.55%
(a)April 2031(b)
Financing1413,500 411,156 
SOFR + 1.94%
(c)April 2037(d)
Starwood 2024-SIF4
Collateral assets29561,182 610,360 
SOFR + 3.48%
(a)May 2031(b)
Financing1496,200 494,015 
SOFR + 2.10%
(c)October 2036(d)
Subtotal - CLOs and SASB
Collateral assets
4,428,431 4,668,755 
Financing
3,701,046 3,683,728 
ABS Financing
Collateral assets
437N/A2,028,250 
N/A
N/A
ABS Master Series
41,410,237 1,398,169 
5.29%
(e)
Oct 2028 to Mar 2033
Total Securitized Financing
Collateral assets$4,428,431 $6,697,005 
Financing$5,111,283 $5,081,897 
December 31, 2025CountFace
Amount		Carrying
Value
Weighted
Average Rate
Maturity
STWD 2025-FL4
Collateral assets21$1,049,200 $1,108,352 
SOFR + 3.19%
(a)July 2029(b)
Financing1968,628 961,078 
SOFR + 1.85%
(c)December 2042(d)
STWD 2022-FL3
Collateral assets23662,525 668,530 
SOFR + 2.99%
(a)April 2027(b)
Financing1505,973 505,973 
SOFR + 1.82%
(c)November 2038(d)
STWD 2021-HTS
Collateral assets1102,602 103,101 
SOFR + 3.97%
(a)April 2026(b)
Financing182,693 82,693 
SOFR + 3.80%
(c)April 2034(d)
STWD 2021-FL2
Collateral assets18886,773 896,979 
SOFR + 3.22%
(a)December 2026(b)
Financing1674,494 674,494 
SOFR + 1.77%
(c)April 2038(d)
Starwood 2025-SIF6
Collateral assets27487,404 503,199 
SOFR + 3.75%
(a)July 2031(b)
Financing1413,500 410,792 
SOFR + 1.91%
(c)October 2037(d)
Starwood 2025-SIF5
Collateral assets29444,427 510,441 
SOFR + 3.64%
(a)February 2031(b)
Financing1413,500 410,945 
SOFR + 1.94%
(c)April 2037(d)
Starwood 2024-SIF4
Collateral assets27551,333 612,505 
SOFR + 3.69%
(a)March 2031(b)
Financing1496,200 493,800 
SOFR + 2.10%
(c)October 2036(d)
STWD 2024-SIF3
Collateral assets27354,210 408,594 
SOFR + 3.78%
(a)November 2030(b)
Financing1330,000 330,000 
SOFR + 2.41%
(c)April 2036(d)
Subtotal - CLOs and SASB
Collateral assets
4,538,474 4,811,701 
Financing
3,884,988 3,869,775 
ABS Financing
Collateral assets
433N/A1,927,934 
N/A
N/A
ABS Master Series
41,268,328 1,261,678 
5.73%
(f)
Mar 2028 to Oct 2032
Total Securitized Financing
Collateral assets$4,538,474 $6,739,635 
Financing$5,153,316 $5,131,453 
______________________________________________________________________________________________________________________________
(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period and excludes loans for which interest income is not recognized.
(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c)Represents the weighted-average cost of financing, inclusive of any related deferred issuance costs.
(d)Repayments of the CLOs and SASB are tied to timing of the related collateral asset repayments. The term of the CLOs and SASB financing obligations represents the legal final maturity date.
(e)Includes as of March 31, 2026: (i) $466.4 million outstanding under ABS Series 2026-1 with a weighted average fixed rate of 5.06%; (ii) $390.7 million outstanding under ABS Series 2025-1 with a weighted average fixed rate of 5.25%; (iii) $240.1 million outstanding under ABS Series 2024-1 with a weighted average fixed rate of 5.03% and (iv) $313.0 million outstanding under ABS Series 2023-2 with a weighted average fixed rate of 5.89%.
(f)Includes as of December 31, 2025: (i) $390.9 million outstanding under ABS Series 2025-1 with a weighted average fixed rate of 5.26%; (ii) $240.3 million outstanding under ABS Series 2024-1 with a weighted average fixed rate of 5.03%; (iii) $313.2 million outstanding under ABS Series 2023-2 with a weighted average fixed rate of 5.89% and (iv) $323.9 million outstanding under ABS Series 2023-1 with a weighted average fixed rate of 6.65%.
We incurred issuance costs in connection with our securitized financing, which is amortized on an effective yield basis over the estimated life of the debt. For the three months ended March 31, 2026 and 2025, approximately $1.7 million and $1.2 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, our unamortized issuance costs were $29.1 million and $21.6 million, respectively.
Maturities
Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the fully extended contractual maturity of each credit facility or (ii) the contractual maturity, on a fully extended basis as applicable, of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):
Repurchase
Agreements		Other Secured
Financing
Securitized Financing (a)
Total
2026 (remainder of)$751,033 $134,026 $705,568 $1,590,627 
20272,627,816 985,290 570,499 4,183,605 
20281,845,646 189,185 224,756 2,259,587 
20291,151,656 499,964 419,698 2,071,318 
20303,462,876 1,193,052 1,153,757 5,809,685 
Thereafter221,226 801,366 2,037,005 3,059,597 
Total$10,060,253 $3,802,883 $5,111,283 $18,974,419 
______________________________________________________________________________________________________________________
(a)For the CLOs, the above does not assume utilization of their reinvestment features. The SASB and ABS financings do not have reinvestment features.
Unsecured Senior Notes
The following table is a summary of our unsecured senior notes outstanding as of March 31, 2026 and December 31, 2025 (dollars in thousands):
Coupon
Rate		Swapped Rate (1)Effective
Rate (2)		Maturity
Date		Remaining
Period of
Amortization		Carrying Value at
March 31, 2026December 31, 2025
2027 Convertible Notes
6.75%
N/A
7.38%7/15/20271.3 years380,750 380,750 
2026 Senior Notes3.63%
N/A
3.77%7/15/20260.3 years400,000 400,000 
2027 Senior Notes4.38%
SOFR + 2.95%
4.49%1/15/20270.8 years500,000 500,000 
2028 Senior Notes
5.25%
SOFR + 1.88%
5.49%10/15/20282.5 years500,000 500,000 
2029 Senior Notes
7.25%
SOFR + 3.25%
7.37%4/1/20293.0 years600,000 600,000 
April 2030 Senior Notes6.00%
SOFR + 2.70%
6.14%4/15/20304.0 years400,000 400,000 
July 2030 Senior Notes6.50%
SOFR + 2.55%
6.64%7/1/20304.3 years500,000 500,000 
October 2030 Senior Notes
6.50%
SOFR + 2.61%
6.64%10/15/20304.5 years500,000 500,000 
2031 Senior Notes
5.75%
SOFR + 2.24%
5.90%1/15/20314.8 years550,000 550,000 
Total principal amount4,330,750 4,330,750 
Unamortized discount—Convertible Notes(3,450)(4,063)
Unamortized discount—Senior Notes(16,020)(17,206)
Unamortized deferred financing costs(23,634)(25,645)
Total carrying amount$4,287,646 $4,283,836 
______________________________________________________________________________________________________________________
(1)We entered into interest rate swaps on certain of our senior notes at closing to effectively convert them to floating rates. Each of those swaps has a notional amount equal to the aggregate principal amount of the respective notes, except for the 2031 Senior Notes swap which has a notional amount of $275.0 million.
(2)Effective rate reflects the coupon rate plus the effects of underwriter purchase discount.
Our unsecured senior notes contain certain financial tests and covenants. As of March 31, 2026, we were in compliance with all such covenants.
Convertible Notes
In July 2023, we issued $380.8 million of 6.75% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) for net proceeds of $371.2 million. The notes mature on July 15, 2027.
We recognized interest expense from our Convertible Notes of $7.1 million and $7.0 million, respectively, during the three months ended March 31, 2026 and 2025.
The following table details the conversion attributes of our Convertible Notes outstanding as of March 31, 2026 (amounts in thousands, except rates):
March 31, 2026
ConversionConversion
Rate (1)Price (2)
2027 Convertible Notes48.1783$20.76 

(1)    The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2027
Convertible Notes converted, as adjusted in accordance with the indenture governing the 2027 Convertible Notes
(including the applicable supplemental indenture).

(2)    As of March 31, 2026, the market price of the Company’s common stock was $17.22.

The if-converted value of the 2027 Convertible Notes was less than their principal amount by $64.9 million at March 31, 2026 as the closing market price of the Company’s common stock of $17.22 was less than the implicit conversion price of $20.76 per share. The if-converted value of the principal amount of the 2027 Convertible Notes was $315.9 million as of March 31, 2026. As of March 31, 2026, the net carrying amount and fair value of the 2027 Convertible Notes was $377.0 million and $388.6 million, respectively.

Upon conversion of the 2027 Convertible Notes, settlement may be made in common stock, cash, or a combination of both, at the option of the Company.

Conditions for Conversion

Prior to January 15, 2027, the 2027 Convertible Notes will be convertible only upon satisfaction of one or more of the following conditions: (1) the closing market price of the Company’s common stock is at least 110% of the conversion price of the 2027 Convertible Notes for at least 20 out of 30 trading days prior to the end of the preceding fiscal quarter, (2) the trading price of the 2027 Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the Company’s common stock during any five consecutive trading day period, (3) the Company issues certain equity instruments at less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the market price of the Company’s common stock by more than 10% or (4) certain other specified corporate events (significant consolidation, sale, merger, share exchange, fundamental change, etc.) occur.

On or after January 15, 2027, holders of the 2027 Convertible Notes may convert each of their notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.