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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262589

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 11 DATED DECEMBER 16, 2025

TO THE PROSPECTUS DATED APRIL 9, 2025

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 9, 2025 (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 January 2, 2026;
to disclose the calculation of our November 30, 2025 NAV per share for each class of our common stock;
to provide an update on our share repurchase requests;
to provide an update on the status of our current public offering (the “Offering”); and
to disclose certain updates to our Prospectus.

 

January 2, 2026 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of January 2, 2026 (and repurchases as of December 31, 2025) is as follows:

 

 

Transaction Price
(per share)

 

Class S

 

$

20.34

 

Class T

 

$

20.35

 

Class D

 

$

19.92

 

Class I

 

$

20.16

 

 

The January 2, 2026 transaction price for each of our share classes is equal to such class’s NAV per share as of November 30, 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.

 

November 30, 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 November 30, 2025 along with the immediately preceding month.

 

 

 

 

 

 

 

 

 

 

 

 

SREIT-SUP11-1225

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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 November 30, 2025 ($ and shares/units in thousands):

 

Components of NAV

 

November 30, 2025

 

Investments in real estate

 

$

20,988,657

 

Investment in real estate debt

 

 

902,928

 

Cash and cash equivalents

 

 

200,106

 

Restricted cash

 

 

236,433

 

Other assets

 

 

194,577

 

Debt obligations

 

 

(11,760,398

)

Secured financings on investments in real estate debt

 

 

(541,822

)

Subscriptions received in advance

 

 

 

Other liabilities

 

 

(1,728,692

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(7,014

)

Accrued stockholder servicing fees (1)

 

 

(2,687

)

Non-controlling interests in consolidated entities

 

 

(117,410

)

Net asset value

 

$

8,364,678

 

Number of outstanding shares/units

 

 

413,562

 

 

(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 November 30, 2025, we have accrued under GAAP $227.5 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 November 30, 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

 

$

3,585,162

 

 

$

98,915

 

 

$

494,437

 

 

$

3,783,089

 

 

$

403,075

 

 

$

8,364,678

 

Number of outstanding shares/units

 

 

176,270

 

 

 

4,861

 

 

 

24,821

 

 

 

187,620

 

 

 

19,990

 

 

 

413,562

 

NAV Per Share/Unit as of November 30, 2025

 

$

20.34

 

 

$

20.35

 

 

$

19.92

 

 

$

20.16

 

 

$

20.16

 

 

 

 

(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 November 30, 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

 

7.2%

 

5.8%

Office

 

7.9%

 

6.8%

Other

 

8.3%

 

7.0%

 

 

 

 

 

 

 

 

 

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These assumptions are determined by the Advisor 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)%

 

(1.9)%

 

(1.8)%

Exit Capitalization Rate

 

0.25% decrease

 

+3.0%

 

+2.8%

 

+2.4%

 

+2.3%

(weighted average)

 

0.25% increase

 

(2.7)%

 

(2.6)%

 

(2.3)%

 

(2.1)%

 

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

Components of NAV

 

October 31, 2025

 

Investments in real estate

 

$

20,971,305

 

Investment in real estate debt

 

 

901,344

 

Cash and cash equivalents

 

 

201,524

 

Restricted cash

 

 

240,268

 

Other assets

 

 

189,818

 

Debt obligations

 

 

(11,752,402

)

Secured financings on investments in real estate debt

 

 

(540,872

)

Subscriptions received in advance

 

 

(1,130

)

Other liabilities

 

 

(1,659,624

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(7,064

)

Accrued stockholder servicing fees (1)

 

 

(2,810

)

Non-controlling interests in consolidated entities

 

 

(115,390

)

Net asset value

 

$

8,424,967

 

Number of outstanding shares/units

 

 

414,535

 

(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 October 31, 2025, we have accrued under GAAP $230.7 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 October 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

 

$

3,615,131

 

 

$

99,772

 

 

$

498,819

 

 

$

3,806,213

 

 

$

405,032

 

 

$

8,424,967

 

Number of outstanding shares/units

 

 

176,892

 

 

 

4,879

 

 

 

24,919

 

 

 

187,855

 

 

 

19,990

 

 

 

414,535

 

NAV Per Share/Unit as of October 31, 2025

 

$

20.44

 

 

$

20.45

 

 

$

20.02

 

 

$

20.26

 

 

$

20.26

 

 

 

 

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

 

Share Repurchase Request Update

 

On June 6, 2025, our board of directors amended our share repurchase plan. The amendments include, among other things, that beginning with repurchases during the month of June 2025, we limit share repurchases to 0.5% of NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month), which is an increase from the prior limit of 0.33% of NAV per month. In addition, beginning July 1, 2025, the share repurchase plan has been amended such that we limit share repurchases to 1.5% of NAV per quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter), an increase from the prior limit of 1.0% of NAV per quarter.

 

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In October 2025, we received repurchase requests in excess of the 0.5% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for October 2025 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 4% of each stockholder’s October repurchase request was satisfied, and we repurchased approximately 1.9 million shares of common stock representing a total of approximately $39.6 million.

 

In November 2025, we received repurchase requests in excess of the 0.5% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for November 2025 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 4% of each stockholder’s November repurchase request was satisfied, and we repurchased approximately 1.9 million shares of common stock representing a total of approximately $38.9 million.

 

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) 50,764,393 shares of our common stock (consisting of 17,572,555 Class S shares, 259,967 Class T shares, 2,436,743 Class D shares and 30,495,128 Class I shares) in the primary offering for total proceeds of approximately $1.4 billion and (ii) 25,379,091 shares of our common stock (consisting of 12,114,728 Class S shares, 467,009 Class T shares, 1,381,431 Class D shares and 11,415,923 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.6 billion. As of November 30, 2025, our aggregate NAV was approximately $8.4 billion. We intend to continue selling shares in the Offering on a monthly basis.

 

Prospectus Updates

Effective as of the close of business on the first business day in January 2026, the second, third and fourth paragraphs set forth in the “Suitability Standards” section of the Prospectus are hereby deleted and replaced with the following:

In consideration of these factors, we require that a purchaser of shares of our common stock have either:

 

a net worth of at least $350,000; or
a gross annual income of at least $100,000 and a net worth of at least $100,000.

Certain states have established suitability standards in addition to the minimum income and net worth standards described above. Shares will be sold to investors in these states only if they meet the additional suitability standards set forth below. Certain broker-dealers selling shares in this offering may impose greater suitability standards than the minimum income and net worth standards described above and the state-specific suitability standards described below.

For purposes of determining whether you satisfy the suitability standards, (i) “net worth” is calculated excluding the value of an investor’s home, home furnishings and automobiles; (ii) if not otherwise specified, “liquid net worth” means that portion of an investor’s net worth consisting of cash, cash equivalents and readily marketable securities; and (iii) “direct participation programs” include REITs, business development companies, oil and gas programs, equipment leasing programs, and commodity pools, but exclude federal and state exempt private offerings and any investment company registered pursuant to the Investment Company Act of 1940, as amended.

Effective as of the close of business on the first business day in January 2026, the Alabama, Iowa and Kentucky suitability standards set forth in the “Suitability Standards” section of the Prospectus are hereby deleted and replaced with the following, and the following Arkansas suitability standard is hereby added:

Alabama Investors. An Alabama investor’s aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Arkansas Investors. An Arkansas investor’s aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

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Iowa Investors. An Iowa investor’s aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Kentucky Investors. A Kentucky investor’s aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Effective as of the close of business on the first business day in January 2026, the Form of Subscription Agreement set forth in Appendix B of the Prospectus is hereby deleted and replaced with the Form of Subscription Agreement attached to this Supplement as Appendix A.

 

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