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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-288705

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 1 DATED FEBRUARY 12, 2026

TO THE PROSPECTUS DATED FEBRUARY 4, 2026

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Starwood Real Estate Income Trust, Inc., dated February 4, 2026 (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 March 2, 2026;
to disclose the calculation of our January 31, 2026 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”).

 

March 2, 2026 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of March 2, 2026 (and repurchases as of February 28, 2026) is as follows:

 

 

Transaction Price
(per share)

 

Class S

 

$

20.02

 

Class T

 

$

20.03

 

Class D

 

$

19.61

 

Class I

 

$

19.85

 

 

The March 2, 2026 transaction price for each of our share classes is equal to such class’s NAV per share as of January 31, 2026. 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.

 

January 31, 2026 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 January 31, 2026 along with the immediately preceding month.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SREIT-SUP1-0226

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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 January 31, 2026 ($ and shares/units in thousands):

 

Components of NAV

 

January 31, 2026

 

Investments in real estate

 

$

20,972,422

 

Investment in real estate debt

 

 

964,657

 

Cash and cash equivalents

 

 

176,830

 

Restricted cash

 

 

219,402

 

Other assets

 

 

171,309

 

Debt obligations

 

 

(11,765,402

)

Secured financings on investments in real estate debt

 

 

(578,794

)

Subscriptions received in advance

 

 

(20

)

Other liabilities

 

 

(1,851,305

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(6,861

)

Accrued stockholder servicing fees (1)

 

 

(2,714

)

Non-controlling interests in consolidated entities

 

 

(118,339

)

Net asset value

 

$

8,181,185

 

Number of outstanding shares/units

 

 

410,909

 

 

(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, 2026, we have accrued under GAAP $221.3 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, 2026 ($ 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

 

$

3,502,930

 

 

$

94,817

 

 

$

484,227

 

 

$

3,702,440

 

 

$

396,771

 

 

$

8,181,185

 

Number of outstanding shares/units

 

 

174,950

 

 

 

4,733

 

 

 

24,698

 

 

 

186,538

 

 

 

19,990

 

 

 

410,909

 

NAV Per Share/Unit as of January 31, 2026

 

$

20.02

 

 

$

20.03

 

 

$

19.61

 

 

$

19.85

 

 

$

19.85

 

 

 

 

(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 January 31, 2026 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

 

6.9%

 

5.5%

Industrial

 

7.3%

 

5.8%

Office

 

8.0%

 

6.8%

Other

 

8.4%

 

6.9%

 

 

 

 

 

 

 

 

 

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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%

 

+2.2%

(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 December 31, 2025 ($ and shares/units in thousands):

Components of NAV

 

December 31, 2025

 

Investments in real estate

 

$

20,953,304

 

Investment in real estate debt

 

 

918,252

 

Cash and cash equivalents

 

 

197,960

 

Restricted cash

 

 

225,737

 

Other assets

 

 

154,668

 

Debt obligations

 

 

(11,753,302

)

Secured financings on investments in real estate debt

 

 

(550,951

)

Subscriptions received in advance

 

 

(145

)

Other liabilities

 

 

(1,767,593

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(6,918

)

Accrued stockholder servicing fees (1)

 

 

(2,753

)

Non-controlling interests in consolidated entities

 

 

(116,989

)

Net asset value

 

$

8,251,270

 

Number of outstanding shares/units

 

 

412,009

 

(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 December 31, 2025, we have accrued under GAAP $224.3 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 December 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

 

$

3,536,625

 

 

$

96,417

 

 

$

488,020

 

 

$

3,731,107

 

 

$

399,101

 

 

$

8,251,270

 

Number of outstanding shares/units

 

 

175,606

 

 

 

4,785

 

 

 

24,744

 

 

 

186,884

 

 

 

19,990

 

 

 

412,009

 

NAV Per Share/Unit as of December 31, 2025

 

$

20.14

 

 

$

20.15

 

 

$

19.72

 

 

$

19.96

 

 

$

19.97

 

 

 

 

(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.

 

3

 

 


In January 2026, 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 January 2026 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 3.5% of each stockholder’s January repurchase request was satisfied, and we repurchased approximately 1.9 million shares of common stock representing a total of approximately $38.7 million.

 

Status of our Current Public Offering

 

This Offering was declared effective by the SEC on February 4, 2026 and we are currently offering on a continuous basis up to $10.0 billion in shares of common stock, consisting of up to $9.5 billion in shares in our primary offering and up to $0.5 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have not sold any shares in this Offering. As of January 31, 2026, our aggregate NAV was approximately $8.2 billion. We intend to continue selling shares in the Offering on a monthly basis.

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