STERNLICHT BARRY S 4

What Happened

• Barry S. Sternlicht, CEO, Chairman and a director of Starwood Property Trust (STWD), is reporting the vesting and conversion of 276,666 restricted stock units (RSUs) that were settled in common shares on March 31, 2026. The filing shows the Manager (SPT Management, LLC) acquired those 276,666 shares upon vesting. The filing also reports disposals at $0: 276,666 shares shown as converted/settled from derivatives and a separate reported distribution/disposition of 16,684 shares on April 1, 2026. The disposals at $0 reflect internal transfers/distributions (not open‑market sales) per the footnotes; no cash proceeds are reported.

Key Details

• Transaction dates/prices: March 31, 2026 (276,666 RSUs vested/converted to shares; acquisition reported by the Manager); April 1, 2026 (16,684 shares disposed at $0). Disposition of the converted derivative is reported at $0 in the filing.
• Shares noted as transferred to Mr. Sternlicht: footnote F3 reports 68,572 shares previously held by the Manager were transferred and are now directly beneficially owned by Mr. Sternlicht.
• Vesting detail (F1/F2/F6/F7): the 276,666 shares represent vested portions of 2024, 2025 and 2026 RSU grants to the Manager (RSUs convert 1-for-1 to shares); remaining RSUs will vest ratably through 2026–2028 and be settled in shares within 30 days of each vesting date.
• Distributions (F5): some shares were distributed by the Manager to certain employees/affiliates (explains the $0 dispositions).
• Ownership/disclaimer (F4): many securities are held by entities controlled by Mr. Sternlicht (SPT Management, SFIP, JAWS Capital); he disclaims beneficial ownership except to the extent of his pecuniary interest.
• Filing timeliness: Form 4 filed April 2, 2026; appears timely relative to the reported March 31 – April 1 transactions.

Context

• These transactions are internal vesting conversions of RSUs awarded to the external manager (SPT Management, LLC) and related transfers/distributions, not open‑market buys or cash sales. Derivative code M here reflects conversion/exercise of RSUs into shares; the reported $0 dispositions represent distributions/transfers, not public sales. Such filings document equity compensation flow and entity holdings rather than signaling a market buy/sell by the executive.