Related-Party Transactions |
3 Months Ended |
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Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related-Party Transactions | Related-Party Transactions Management Agreement We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed for the documented costs of performing such tasks. Refer to Note 17 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement. Base Management Fee. For the three months ended March 31, 2026 and 2025, approximately $25.1 million and $23.4 million, respectively, was incurred for base management fees. As of March 31, 2026 and December 31, 2025, there were $25.1 million and $25.3 million, respectively, of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets. Incentive Fee. For the three months ended March 31, 2026 and 2025 approximately $5.6 million and $10.1 million, respectively, was incurred for incentive fees. As of March 31, 2026 and December 31, 2025, there were $5.6 million and $3.5 million, respectively, of unpaid incentive fees included in related-party payable in our condensed consolidated balance sheets. Expense Reimbursement. For the three months ended March 31, 2026 and 2025, approximately $1.7 million and $1.2 million, respectively, was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, there were $3.0 million and $2.8 million, respectively, of unpaid reimbursable executive compensation and other expenses included in related-party payable in our condensed consolidated balance sheets. Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform services for us. These RSAs generally vest over a three-year period. During the three months ended March 31, 2026 and 2025, we granted 185,420 and 416,780 RSAs, respectively, at grant date fair values of $3.3 million and $8.4 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were $2.2 million and $2.4 million during the three months ended March 31, 2026 and 2025, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. Compensation expense related to the ESPP (refer to Note 17) for employees of affiliates of our Manager was not material during the three months ended March 31, 2026 and 2025, and is reflected in general and administrative expenses in our condensed consolidated statements of operations. Manager Equity Plan In April 2022, the Company’s shareholders approved the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the “2022 Manager Equity Plan”) which replaced the Starwood Property Trust, Inc. 2017 Manager Equity Plan. In March 2026, we granted 670,000 RSUs to our Manager under the 2022 Manager Equity Plan. In March 2025, we granted 1,350,000 RSUs to our Manager under the 2022 Manager Equity Plan. In March 2024, we granted 1,300,000 RSUs to our Manager under the 2022 Manager Equity Plan. In November 2022, we granted 1,500,000 RSUs to our Manager under the 2022 Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation expense of $5.4 million and $7.1 million within management fees in our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively. Refer to Note 17 for further discussion. Investments in Loans and Securities The following nine related-party loan transactions were each approved by our board of directors, with those affiliated with the respective transaction recusing themselves. In March 2026, we originated a $150.0 million first priority infrastructure term loan, which has a five-year term and initially bears interest at SOFR plus 3.50%. The loan is secured by a domestic natural gas power plant. An affiliate of our Manager holds passive minority interests in both Lotus Infrastructure Partners (“Lotus”), the sponsor of the loan, and the general partners of the Lotus funds that own the borrower. In March 2026, we and Starwood European Real Estate Debt Finance II LP (“SEREDF II”), an affiliate of ours and advised by affiliates of Starwood Capital Group, completed a rebalancing of respective interests in a $969.2 million first mortgage loan collateralized by a diversified portfolio of logistics assets located across the United Kingdom and Europe. The loan consists of three cross-collateralized facilities. The rebalancing transaction was undertaken at par to restore the parties’ original percentage interests in each facility. It involved our acquisition from SEREDF II of a $3.5 million additional interest in one of the facilities in exchange for the sale to SEREDF II of an equal combined interest in the other two facilities. Our total commitment to the loan remains unchanged at approximately $347.3 million. An affiliate of our Manager owns a technology park in Herndon, Virginia, on which it is constructing four data center facilities which are 100% pre-leased to an investment grade tenant. This affiliate also owns an adjacent parcel on which it is constructing a data center facility in Ashburn, Virginia. We have co-originated loans, as a minority lender, on three of these facilities as noted below. Because of the affiliated interest, we lack certain consent rights under the respective co-lender agreements. •In March 2026, we co-originated 24.5% of a $653.0 million first mortgage loan. Of our $160.0 million share of the total loan commitment, $30.1 million has been funded and is outstanding as of March 31, 2026. The loan has an initial term of four-years with two one-year extension options (subject to certain conditions) and initially bears interest at SOFR plus 2.70%. This pricing was negotiated in a competitive bid process with a third party who is retaining a 51% interest in the loan, with a related party holding the remaining 24.5% interest in the loan. •In June 2025, we co-originated 49% of a $587.1 million first mortgage loan. Of our $287.7 million share of the total loan commitment, $66.4 million has been funded and is outstanding as of March 31, 2026. The loan has an initial term of four-years with two one-year extension options (subject to certain conditions) and initially bears interest at SOFR plus 3.00%. This pricing was negotiated in a competitive bid process with a third party who is retaining the remaining 51% interest in the loan. •In May 2025, we co-originated one-third of a $638.5 million first mortgage loan. Of our $212.8 million share of the total loan commitment, $156.9 million has been funded and is outstanding as of March 31, 2026. The loan has a five-year term and initially bears interest at SOFR (floor of 2.00%) plus 2.50%. This pricing was negotiated in a competitive bid process with other third parties who are retaining the remaining two-thirds interest in the loan. An affiliate of our Manager is general partner of, and holds a 92.5% limited partnership interest in, the borrower. In January 2025, we co-originated 49% of a $388.4 million first mortgage loan for the construction of a luxury 81 unit condominium project in Miami Beach, Florida. Of our $190.3 million share of the total loan commitment, $82.6 million has been funded and is outstanding as of March 31, 2026. The loan has an initial term of four years with a one-year extension option (subject to certain conditions) and bears interest at SOFR (floor of 3.00%) plus 4.25%. This pricing was negotiated in a competitive bid process with a third party who is retaining the remaining 51% interest in the loan. An affiliate of our Manager is general partner of, and holds a 90% limited partnership interest in, the borrower. Because of the affiliated interest, we lack certain consent rights under the co-lender agreement. In December 2024, we modified a loan that was originated in March 2022 for the development and recapitalization of a portfolio of luxury rental cabins, where our CEO and another non-independent member of our board of directors own minority equity interests in the borrower. In connection with a new $25.0 million investment in the borrower by a major hotel brand, we granted: (i) a 24-month term extension with a one-year extension option subject to certain conditions and with an extension fee due at maturity, (ii) a 2.25% reduction in the interest rate to SOFR + 4.25%, and (iii) deferral of half of the remaining interest payments until maturity in December 2026, with such deferral compounding interest. Previous modifications to the loan were as follows: (i) in July 2023, we agreed to a 10-month 300 bps partial interest payment deferral, which in January 2024 was extended to December 2024; and (ii) in June 2024, we deferred all remaining interest payments due under the loan and formally extended its initial maturity until December 2024. In connection with these modifications, we retained all previous exit and extension fees, which are due at the amended maturity date. The loan had an original commitment of $200.0 million, of which $147.5 million was outstanding as of March 31, 2026. In December 2024, we sold participating interests in four commercial loans to a private investment fund for which an affiliate of our Manager is the general partner. The participating interests were sold at par for $40.1 million, along with $15.9 million of future funding commitments. Under a separate arrangement, we are entitled to receive all fees and carried interest distributions with respect to these loan participations from the general partner. During both the three months ended March 31, 2026 and 2025, we received fees of $0.1 million from the general manager under this arrangement. In connection with the May 2024 refinancing of our Medical Office Portfolio, we obtained $450.5 million of securitization debt (“MED 2024-MOB”) and a $39.5 million mezzanine loan (the “Mezz Loan”). The Mezz Loan and the $23.0 million horizontal risk retention certificates of MED 2024-MOB (“HRR”) were funded by affiliates of investment funds which are managed by the real estate investment firm for which one of our independent directors is co-founder and co-chief executive officer. One of such affiliates also serves as controlling class representative of MED 2024-MOB. Both the Mezz Loan and the HRR bear interest at SOFR + 5.50% and have an initial term of two years, followed by three successive one-year extension options. The final structure and cost of debt for this refinancing was selected after a competitive marketing process led by a third party broker. In February 2026, we prepaid the entirety of the $39.5 million Mezz Loan at par plus accrued interest. In connection therewith, we recognized a $0.3 million loss on extinguishment of debt within our condensed consolidated statement of operations for the three months ended March 31, 2026. In July 2024, we purchased all the controlling class certificates in the newly-formed Freddie Mac multifamily mortgage trust, FREMF 2024-KF163 (the “Trust”), for their aggregate principal amount of $77.1 million. The certificates have a pass-through interest rate of one-month SOFR + 6.00% and an expected final distribution date in May 2034. As of March 31, 2026, the Trust holds 23 SOFR based floating rate multifamily mortgage loans with a total principal balance of approximately $949.0 million, of which affiliates of our Manager are borrowers under 11 of those loans totaling approximately $495.0 million. As directing certificate holder, we are considered the primary beneficiary of, and therefore consolidate the Trust as a securitization VIE. However, while we are able to appoint and remove the special servicer of the unaffiliated loans in the VIE, we cannot name ourselves or an affiliate as special servicer, and we cannot remove or direct the third party special servicer with respect to the affiliate loans. In December 2012, we acquired 9,140,000 ordinary shares in SEREF, a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock Exchange, for approximately $14.7 million, which equated to approximately 4% ownership of SEREF. As of December 31, 2025, we held 536,129 shares of SEREF that had not yet been redeemed. During the three months ended March 31, 2026, this entity entered liquidation and was delisted from the London Stock Exchange. The remaining 536,129 shares were redeemed by SEREF for proceeds of $0.6 million, reducing our basis to zero. Refer to Note 5 for additional details. Lease Arrangements In March 2020, we entered into an office lease agreement with an entity which is controlled by our Chairman and CEO through majority equity ownership of the entity. The leased premises serve as our new Miami Beach office following the expiration of our former lease in Miami Beach. The lease, as amended in September 2022, is for 64,424 square feet of office space, commenced July 1, 2022 and has an initial term of 15 years from the monthly lease payment commencement date of November 1, 2022. The lease payments are based on an annual base rate of $52.00 per square foot that increases by 3% each November, plus our pro rata share of building operating expenses. Prior to the execution of this lease, we engaged an independent third party leasing firm and external counsel to advise the independent directors of our board of directors on market terms for the lease. The terms of the lease and subsequent amendment were approved by our independent directors. In April 2020, we provided a $1.9 million cash security deposit to the landlord. During the three months ended March 31, 2026 and 2025, we made payments to the landlord under the terms of the lease of $1.7 million and $1.6 million, respectively, for rent, parking and our pro rata share of building operating expenses. Inclusive of straight-line rent, we recognized $1.8 million of expenses with respect to this lease within general and administrative expenses in our condensed consolidated statements of operations for both the three months ended March 31, 2026 and 2025. Other Related-Party Arrangements In August 2025, we entered into a shared services agreement with Starwood Capital Group Management, L.L.C. (“SCG Management”), that governs the reimbursement arrangements for SCG Management and its affiliates when our employees or contractors provide services to those entities. The agreement is effective as of January 2, 2024. The reimbursement parameters were informed by a transfer pricing study conducted by a third party. Amounts previously billed to SCG Management have been adjusted in accordance with the terms of this agreement as of the August 2025 execution date. For the three months ended March 31, 2026 and 2025, $0.8 million and $0.9 million, respectively, was billed in accordance with the agreement. As of March 31, 2026 and December 31, 2025, $1.7 million and $1.8 million, respectively, was reflected as a receivable within other assets in our condensed consolidated balance sheet for such reimbursements. In March 2025, an affiliate of our Manager acquired Worldwide Mission Critical (“Worldwide”), an entity which provides asset management services for loans secured by data center projects, including construction loans. Prior to Worldwide’s acquisition by our Manager, we entered into a $0.3 million contract with Worldwide to provide services on a $550.0 million construction loan that was originated by us in 2025. During both the three months ended March 31, 2026 and 2025, we incurred less than $0.1 million of costs related to this contract. Essex Title, LLC (“Essex”), which is majority-owned by Starwood Capital Group as a limited partner, acts as an agent for one or more underwriters in issuing title policies and/or providing support services related to investments by the Company, its affiliates and other third parties. Essex earns fees, which would have otherwise been paid to third parties, by providing title agency services and facilitating the placement of title insurance with underwriters. During the three months ended March 31, 2026, we paid less than $0.1 million of fees relating to such services provided by Essex. There were no such fees paid for these services during the three months ended March 31, 2025. Highmark Residential (“Highmark”), an affiliate of our Manager, provides property management services for properties within our Woodstar I and Woodstar II Portfolios. Fees paid to Highmark are calculated as a percentage of gross receipts and are at market terms. During the three months ended March 31, 2026 and 2025, property management fees to Highmark of $1.8 million and $1.7 million, respectively, were recognized within our Woodstar Portfolios. Refer to Note 17 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.
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