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Stockholders' Equity and Non-Controlling Interests | 12 Months Ended
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Dec. 31, 2025
Stockholders' Equity Note [Abstract] |
Stockholders' Equity and Non-Controlling Interests | Stockholders’ Equity and Non-Controlling Interests The Company’s authorized capital stock consists of 100,000,000 shares of preferred stock, $0.01 par value per share, and 500,000,000 shares of common stock, $0.01 par value per share. We issued common stock in a public offering as follows during the years ended December 31, 2025 and 2024:
|  | Shares issued |  | Price |  | Proceeds
Issuance date |  | (in thousands) |  | per share |  | (in thousands)
July/August 2025 |  | 27,125 |  |  | $ | 19.70 |  |  | $ | 534,363 |
September 2024 |  | 20,125 |  |  | $ | 19.50 |  |  | $ | 392,478 |
ATM Agreement In May 2025, we entered into a Starwood Property Trust, Inc. Common Stock Sales Agreement (the “ATM Agreement”) with a syndicate of financial institutions to sell shares of the Company’s common stock of up to $500.0 million from time to time, through an “at the market” equity offering program. Sales of shares under the ATM Agreement are made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale or at negotiated prices. The ATM Agreement replaces a similar agreement previously entered into in May 2022 with a syndicate of financial institutions. During the year ended December 31, 2025, we issued 1,561,634 shares of common stock under our ATM Agreement for gross proceeds of $31.6 million at an average price of $20.22 and paid related commission costs of $0.5 million. There were no shares issued under the previous ATM Agreement during the years ended December 31, 2024 and 2023. Dividend Reinvestment and Direct Stock Purchase Plan In May 2014, we established the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”), which provides stockholders with a means of purchasing additional shares of our common stock by reinvesting the cash dividends paid on our common stock and by making additional optional cash purchases. Shares of our common stock purchased under the DRIP Plan will either be issued directly by the Company or purchased in the open market by the plan administrator. The Company may issue up to 11.0 million shares of common stock under the DRIP Plan. During the years ended December 31, 2025, 2024 and 2023, shares issued under the DRIP Plan were not material. Employee Stock Purchase Plan In April 2022, the Company’s shareholders approved the ESPP which allows eligible employees to purchase common stock of the Company at a discounted purchase price. The discounted purchase price of a share of the Company's common stock is 85% of the fair market value (closing market price) at the lower of the beginning or the end of the quarterly offering period. Participants may purchase shares not exceeding an aggregate fair market value of $25,000 in any calendar year. The maximum aggregate number of shares subject to issuance in accordance with the ESPP is 2,000,000 shares. During the years ended December 31, 2025, 2024 and 2023, 115,117, 113,953 and 123,327 shares, respectively, of common stock were purchased by participants at a weighted average discounted purchase price of $16.77, $16.88 and $15.46 per share, respectively. As of December 31, 2025, there were 1.6 million shares of common stock available for future issuance through the ESPP. Dividends Declared Our board of directors declared the following dividends during the years ended December 31, 2025, 2024 and 2023:
Declaration Date |  | Record Date |  | Payment Date |  | Amount |  | Frequency
12/12/25 |  | 12/31/25 |  | 1/15/26 |  | $ | 0.48 |  |  | Quarterly
7/16/25 |  | 9/30/25 |  | 10/15/25 |  | 0.48 |  |  | Quarterly
6/11/25 |  | 6/30/25 |  | 7/15/25 |  | 0.48 |  |  | Quarterly
3/13/25 |  | 3/31/25 |  | 4/15/25 |  | 0.48 |  |  | Quarterly
11/1/24 |  | 12/31/24 |  | 1/15/25 |  | 0.48 |  |  | Quarterly
7/24/24 |  | 9/30/24 |  | 10/15/24 |  | 0.48 |  |  | Quarterly
6/13/24 |  | 6/28/24 |  | 7/15/24 |  | 0.48 |  |  | Quarterly
3/15/24 |  | 3/29/24 |  | 4/15/24 |  | 0.48 |  |  | Quarterly
12/15/23 |  | 12/29/23 |  | 1/15/24 |  | 0.48 |  |  | Quarterly
9/15/23 |  | 9/30/23 |  | 10/16/23 |  | 0.48 |  |  | Quarterly
6/15/23 |  | 6/30/23 |  | 7/17/23 |  | 0.48 |  |  | Quarterly
3/16/23 |  | 3/31/23 |  | 4/14/23 |  | 0.48 |  |  | Quarterly
Equity Incentive Plans In April 2022, the Company’s shareholders approved the 2022 Manager Equity Plan and the Starwood Property Trust, Inc. 2022 Equity Plan (the “2022 Equity Plan”), which allow for the issuance of up to 18,700,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2022 Manager Equity Plan succeeds and replaces the 2017 Manager Equity Plan and the 2022 Equity Plan succeeds and replaces the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”). As of December 31, 2025, 9,731,228 share awards were available to be issued under either the 2022 Manager Equity Plan or the 2022 Equity Plan, determined on a combined basis. To date, we have only granted RSAs and RSUs under the equity incentive plans. The holders of awards of RSAs or RSUs are entitled to receive dividends or “distribution equivalents” beginning on either the award’s effective date or vest date, depending on the terms of the award. The table below summarizes our share awards granted or vested under the 2017 and 2022 Manager Equity Plans during the years ended December 31, 2025, 2024 and 2023 (dollar amounts in thousands):
Grant Date |  | Type |  | Amount Granted |  | Grant Date Fair Value |  | Vesting Period
March 2025 |  | RSU |  | 1,350,000 |  |  | $ | 27,081 |  |  | 3 years
March 2024 |  | RSU |  | 1,300,000 |  |  | 26,104 |  |  | 3 years
November 2022 |  | RSU |  | 1,500,000 |  |  | 31,605 |  |  | 3 years
November 2020 |  | RSU |  | 1,800,000 |  |  | 30,078 |  |  | 3 years
During the years ended December 31, 2025, 2024 and 2023, we granted 2,403,212, 1,833,660, and 914,694 RSAs, respectively, under the 2022 Equity Plan to a select group of eligible participants which includes our employees, directors and employees of our Manager who perform services for us. The awards were granted based on the market price of the Company’s common stock on the respective grant date and generally vest over a three-year period. Expenses related to the vesting of these awards are reflected in general and administrative expenses in our consolidated statements of operations. The following shares of common stock were issued, without restriction, to our Manager as part of the incentive compensation due under the Management Agreement during the years ended December 31, 2025, 2024 and 2023:
Timing of Issuance |  | Shares of Common Stock Issued |  | Price per share
August 2025 |  | 4,601 |  | $ | 19.88 |
May 2025 |  | 256,932 |  | $ | 19.58 |
February 2025 |  | 318,585 |  | 19.98 |
August 2024 |  | 90,381 |  | 19.42
May 2024 |  | 471,179 |  | 20.25
February 2024 |  | 496,170 |  | 19.68
August 2023 |  | 92,640 |  | 20.59
May 2023 |  | 377,207 |  | 16.39
March 2023 |  | 373,204 |  | 19.38
The following table summarizes our share-based compensation expenses during the years ended December 31, 2025, 2024 and 2023 (in thousands):
|  | For the Year Ended December 31,
|  | 2025 |  | 2024 |  | 2023
Management fees: |  |  |  |  |  |
Manager incentive fee |  | $ | 6,873 |  |  | $ | 17,662 |  |  | $ | 13,703 |
Manager Equity Plans (1) |  | 25,625 |  |  | 19,261 |  |  | 18,027 |
|  | 32,498 |  | 36,923 |  | 31,730
General and administrative: |  |  |  |  |  |
Equity Plans (1) |  | 28,052 |  | 22,055 |  | 20,761
ESPP |  | 417 |  | 470 |  | 458
|  | 28,469 |  | 22,525 |  | 21,219
Total share-based compensation expense (2) |  | $ | 60,967 |  | $ | 59,448 |  | $ | 52,949
__________________________________________ (1)Share-based compensation expense relating to the 2017 and 2022 Manager Equity Plans is reflected within the Manager Equity Plans line. Share-based compensation expense relating to the 2017 and 2022 Equity Plans is reflected within the Equity Plans line. (2)The income tax benefit associated with the share-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was not material. Schedule of Non-Vested Shares and Share Equivalents (1)
| Equity Plan |  | Manager Equity Plan |  | Total |  | Weighted Average Grant Date Fair Value (per share)
Balance as of January 1, 2025 | 2,645,260 |  |  | 1,241,668 |  |  | 3,886,928 |  |  | $ | 20.46 |
Granted | 2,403,212 |  |  | 1,350,000 |  |  | 3,753,212 |  |  | 20.01 |
Vested | (859,506) |  |  | (1,258,332) |  |  | (2,117,838) |  |  | 20.68 |
Forfeited | (23,185) |  |  | — |  |  | (23,185) |  |  | 20.07 |
Balance as of December 31, 2025 | 4,165,781 |  |  | 1,333,336 |  |  | 5,499,117 |  |  | 20.04 |
__________________________________________ (1)Equity-based award activity for awards granted under the 2017 and 2022 Equity Plans is reflected within the Equity Plan column, and for awards granted under the 2017 and 2022 Manager Equity Plans, within the Manager Equity Plan column. The weighted average grant date fair value per share of grants during the years ended December 31, 2025, 2024 and 2023 was $20.01, $20.23 and $18.93, respectively. Vesting Schedule
|  | Equity |  | Manager |  |
|  | Plan |  | Equity Plan |  | Total
2026 |  | 842,712 |  | 883,336 |  | 1,726,048
2027 |  | 1,172,614 |  | 450,000 |  | 1,622,614
2028 |  | 2,150,455 |  | — |  | 2,150,455
Total |  | 4,165,781 |  | 1,333,336 |  | 5,499,117
As of December 31, 2025, there was approximately $78.7 million of total unrecognized compensation costs related to unvested share-based compensation arrangements which are expected to be recognized over a weighted average period of 1.5 years. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 were $41.5 million, $51.8 million and $30.3 million, respectively, as of the respective vesting dates. Non-Controlling Interests in Consolidated Subsidiaries As discussed in Note 2, on November 5, 2021 we sold a 20.6% non-controlling interest in the Woodstar Fund to third party investors for net cash proceeds of $214.2 million. Under the Woodstar Fund operating agreement, such interests are contingently redeemable by us, at the option of the interest holder, for cash at liquidation fair value if any assets remain upon termination of the Woodstar Fund. The Woodstar Fund operating agreement specifies an eight-year term with two one-year extension options, the first at our option and the second subject to consent of an advisory committee representing the non-controlling interest holders. Accordingly, these contingently redeemable non-controlling interests have been classified as “Temporary Equity” in our consolidated balance sheets and represent the fair value of the Woodstar Fund’s net assets allocable to those interests. During the years ended December 31, 2025, 2024 and 2023 net income attributable to these non-controlling interests was $6.9 million, $19.5 million and $58.4 million, respectively. In connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in our subsidiary, SPT Dolphin, and rights to receive an additional 1.9 million Class A Units if certain contingent events occur. As of December 31, 2025, all of the 1.9 million contingent Class A Units were issued. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. During the year ended December 31, 2023, 0.1 million redemptions of Class A Units were received and settled for $1.3 million in cash. During the year ended December 31, 2024, no redemptions of Class A Units were received. During the year ended December 31, 2025, 0.1 million redemptions of Class A Units were received and settled in common stock, leaving 9.6 million Class A Units outstanding as of December 31, 2025. The outstanding Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our consolidated balance sheets, the balance of which was $205.7 million and $207.1 million as of December 31, 2025 and 2024, respectively. To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our consolidated statements of operations. During the years ended December 31, 2025, 2024 and 2023, we recognized net income attributable to non-controlling interests of $18.5 million, $18.6 million and $18.7 million, respectively, associated with these Class A Units. As discussed in Note 16, we hold a 51% controlling interest in the CMBS JV within our Investing and Servicing Segment. Because the CMBS JV is deemed a VIE for which we are the primary beneficiary, the 49% interest of our joint venture partner is reflected as a non-controlling interest in consolidated subsidiaries on our consolidated balance sheets, and any net income attributable to this 49% joint venture interest is reflected within net income attributable to non-controlling interests in our consolidated statements of operations. The non-controlling interests in the CMBS JV were $89.3 million and $94.5 million as of December 31, 2025 and 2024, respectively. During the years ended December 31, 2025, 2024 and 2023, net income (loss) attributable to non-controlling interests was $2.6 million, $(23.0) million and $(1.5) million, respectively.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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