STERNLICHT BARRY S 4

What Happened
Barry S. Sternlicht (CEO, Chairman and Director) reported the conversion/settlement of 276,666 restricted stock units (derivative transaction code M) into common shares on June 30, 2026. The filing shows SPT Management, LLC (the company’s external manager, an entity controlled by Sternlicht) acquired 276,666 shares upon vesting; the report also records a corresponding derivative disposition at $0.00. No cash purchase or open-market sale is indicated and no market value is provided in the filing.

Key Details

• Transaction date: June 30, 2026. Transaction code: M (exercise/conversion of derivative).
• Shares converted/settled: 276,666 (108,333 from 2024 RSUs; 112,500 from 2025 RSUs; 55,833 from 2026 RSUs).
• Price: reported as $0.00 for the disposition entry; acquisition value is shown as N/A in the filing.
• Shares owned after transaction: not specified in this filing for Mr. Sternlicht personally; the shares are reported as held by entities he controls (SPT Management, SFIP, LLC, JAWS Capital, LP).
• Notable footnotes: vesting was under the Starwood Property Trust, Inc. 2022 Manager Equity Plan; remaining RSUs will vest ratably through Dec 31, 2026–2028 as stated (F2, F5). Sternlicht disclaims beneficial ownership of securities held by entities he controls, except to the extent of his pecuniary interest (F3).
• Timeliness: filing date July 2, 2026 (covers 6/30/2026 activity); filing appears timely under Section 16 reporting windows.

Context
This was a settlement of restricted stock units awarded to the company’s external manager and converted into common shares upon vesting — not an open-market buy or sale by the insider. The M transaction code reflects conversion/exercise of a derivative right (RSU → share). Because the shares were issued to the manager entity (and reported as held by entities controlled by Mr. Sternlicht), the filing notes a disclaimer of beneficial ownership rather than a direct personal purchase or sale.