424B3 1 0225_nav_supplement.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262589

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 13 DATED MARCH 17, 2025

TO THE PROSPECTUS DATED APRIL 10, 2024

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Starwood Real Estate Income Trust, Inc., dated April 10, 2024 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Starwood Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

 

•
to disclose the transaction price for each class of our common stock as of April 1, 2025;
•
to disclose the calculation of our February 28, 2025 NAV per share for each class of our common stock;
•
to provide an update on our share repurchase requests; and
•
to provide an update on the status of our current public offering (the “Offering”).

 

April 1, 2025 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of April 1, 2025 (and repurchases as of March 31, 2025) is as follows:

 

 

Transaction Price
(per share)

 

Class S

 

$

21.66

 

Class T

 

$

21.67

 

Class D

 

$

21.23

 

Class I

 

$

21.48

 

 

The April 1, 2025 transaction price for each of our share classes is equal to such class’s NAV per share as of February 28, 2025. A detailed presentation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

 

February 28, 2025 NAV Per Share

 

NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.starwoodNAV.reit. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. We have included a breakdown of the components of total NAV and NAV per share as of February 28, 2025 along with the immediately preceding month.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SREIT-SUP13-0325

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Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common shares, as well as partnership interests of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of February 28, 2025 ($ and shares/units in thousands):

 

Components of NAV

 

February 28, 2025

 

Investments in real estate

 

$

21,256,266

 

Investments in real estate debt

 

 

856,178

 

Cash and cash equivalents

 

 

317,156

 

Restricted cash

 

 

220,769

 

Other assets

 

 

397,317

 

Debt obligations

 

 

(11,807,282

)

Secured financings on investments in real estate debt

 

 

(470,958

)

Subscriptions received in advance

 

 

(915

)

Other liabilities

 

 

(1,577,564

)

Performance participation accrual

 

 

—

 

Management fee payable

 

 

(7,607

)

Accrued stockholder servicing fees (1)

 

 

(2,752

)

Non-controlling interests in consolidated entities

 

 

(104,481

)

Net asset value

 

$

9,076,127

 

Number of outstanding shares/units

 

 

421,267

 

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of February 28, 2025, we have accrued under GAAP $255.8 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of February 28, 2025 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

3,919,711

 

 

$

109,291

 

 

$

541,688

 

 

$

4,075,239

 

 

$

430,198

 

 

$

9,076,127

 

Number of outstanding shares/units

 

 

180,969

 

 

 

5,043

 

 

 

25,512

 

 

 

189,716

 

 

 

20,027

 

 

 

421,267

 

NAV Per Share/Unit as of February 28, 2025

 

$

21.66

 

 

$

21.67

 

 

$

21.23

 

 

$

21.48

 

 

$

21.48

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the February 28, 2025 valuations, based on property types. Once we own more than one single-family, one self-storage and one extended stay investment, we will include the key assumptions for the property types.

Property Type

 

Discount
Rate

 

Exit
Capitalization
Rate

Multifamily

 

7.0%

 

5.5%

Industrial

 

7.3%

 

5.8%

Office

 

8.0%

 

6.8%

Other

 

8.1%

 

6.8%

 

 

 

 

 

 

 

 

 

 

 

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These assumptions are determined by the Advisor (except for investments valued by a third party appraisal firm), and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

 

Input

 

Hypothetical
Change

 

Multifamily
Investment
Values

 

Industrial
Investment
Values

 

Office
Investment
Values

 

Other
Investment
Values

Discount Rate

 

0.25% decrease

 

+1.9%

 

+1.9%

 

+1.9%

 

+1.9%

(weighted average)

 

0.25% increase

 

(1.9)%

 

(1.9)%

 

(1.8)%

 

(1.8)%

Exit Capitalization Rate

 

0.25% decrease

 

+3.0%

 

+2.9%

 

+2.3%

 

+2.3%

(weighted average)

 

0.25% increase

 

(2.7)%

 

(2.6)%

 

(2.2)%

 

(2.1)%

 

The following table provides a breakdown of the major components of our NAV as of January 31, 2025 ($ and shares/units in thousands):

Components of NAV

 

January 31, 2025

 

Investments in real estate

 

$

21,885,298

 

Investments in real estate debt

 

 

858,795

 

Cash and cash equivalents

 

 

216,609

 

Restricted cash

 

 

234,922

 

Other assets

 

 

430,766

 

Debt obligations

 

 

(12,240,534

)

Secured financings on investments in real estate debt

 

 

(472,397

)

Subscriptions received in advance

 

 

(2,187

)

Other liabilities

 

 

(1,642,979

)

Performance participation accrual

 

 

—

 

Management fee payable

 

 

(7,676

)

Accrued stockholder servicing fees (1)

 

 

(3,061

)

Non-controlling interests in consolidated entities

 

 

(106,407

)

Net asset value

 

$

9,151,149

 

Number of outstanding shares/units

 

 

421,546

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of January 31, 2025, we have accrued under GAAP $258.9 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of January 31, 2025 ($ and shares/units in thousands, except per share/unit data):

 

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

3,956,291

 

 

$

110,129

 

 

$

547,008

 

 

$

4,104,249

 

 

$

433,472

 

 

$

9,151,149

 

Number of outstanding shares/units

 

 

181,286

 

 

 

5,043

 

 

 

25,566

 

 

 

189,624

 

 

 

20,027

 

 

 

421,546

 

NAV Per Share/Unit as of January 31, 2025

 

$

21.82

 

 

$

21.84

 

 

$

21.40

 

 

$

21.64

 

 

$

21.64

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Share Repurchase Request Update

 

On May 23, 2024, we amended our share repurchase plan such that, beginning with repurchases during the month of May 2024, we will limit share repurchases to 0.33% of NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and, beginning on July 1, 2024, we will limit share repurchases to 1% of NAV per quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter).

 

 

3

 

 


In January 2025, we received repurchase requests in excess of the 0.33% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for January 2025 on a pro rata basis up to the 0.33% monthly limitation. As such, approximately 4% of each stockholder’s January repurchase request was satisfied.

In February 2025, we received repurchase requests in excess of the 0.33% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for February 2025 on a pro rata basis up to the 0.33% monthly limitation. As such, approximately 4% of each stockholder’s February repurchase request was satisfied.

 

In accordance with our repurchase plan, on February 28, 2025, we repurchased all of the shares from stockholders that held less than $500 in shares of our common stock and, as such, we exceeded the 0.33% monthly limitation by $14,128, as authorized by our board of directors.

 

Status of our Current Public Offering

 

This Offering was declared effective by the SEC on August 10, 2022 and we are currently offering on a continuous basis up to $18.0 billion in shares of common stock, consisting of up to $16.0 billion in shares in our primary offering and up to $2.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 49,504,149 shares of our common stock (consisting of 17,434,657 Class S shares, 259,967 Class T shares, 2,436,710 Class D shares and 29,372,815 Class I shares) in the primary offering for total proceeds of approximately $1.3 billion and (ii) 20,299,572 shares of our common stock (consisting of 9,613,120 Class S shares, 363,474 Class T shares, 1,164,857 Class D shares and 9,158,121 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.5 billion. As of February 28, 2025, our aggregate NAV was approximately $9.1 billion. We intend to continue selling shares in the Offering on a monthly basis.

 

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