8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2025

STARWOOD REAL ESTATE INCOME TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)



Maryland	000-56046	82-2023409
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2340 Collins Avenue Miami Beach, FL 33139

(Address of principal executive offices, including zip code)

(305) 695-5500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07.	Submission of Matters to a Vote of Security Holders

On August 12, 2025, Starwood Real Estate Income Trust, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). There was not a sufficient number of stockholders present in person or by proxy to achieve a quorum, and the Annual Meeting was adjourned without (i) electing the nominees to the board of directors for the ensuing year and until their successors are elected and qualify or (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

As a result, under Maryland law, each incumbent nominee for the board of directors will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies. In addition, the ratification by stockholders of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 is not required for their appointment and they will serve in that capacity at the direction of the Company’s audit committee.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	STARWOOD REAL ESTATE INCOME TRUST, INC.

Date: August 13, 2025	By:	/s/ Matthew Guttin
		Matthew Guttin
		Chief Compliance Officer and Secretary