Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Indenture and Senior Notes due 2030

On October 10, 2024, Starwood Property Trust, Inc., a Maryland corporation (the "Company"), closed its private offering of $400 million aggregate principal amount of its 6.000% unsecured senior notes due 2030 (the "Notes"), which priced on September 26, 2024. The Notes were issued under an indenture, dated as of October 10, 2024 (the "Indenture"), between the Company and The Bank of New York Mellon, as trustee. The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers within the United States in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The Notes are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws.

The Company intends to allocate an amount equal to the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or social projects. Net proceeds allocated to previously incurred costs associated with eligible green and/or social projects will be available for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green and/or social projects, the Company intends to use the net proceeds for general corporate purposes, including the repayment of outstanding indebtedness under the Company's repurchase facilities.

The Notes are senior unsecured obligations of the Company and will mature on April 15, 2030. The Notes bear interest at a rate of 6.000% per year. Interest on the Notes will be paid semi-annually in arrears on each April 15 and October 15, commencing april 15, 2025, to the persons who are holders of record of the Notes on the preceding April 1 and October 1, respectively.

The following is a brief description of the terms of the Notes and the Indenture.

Possible Future Guarantees

When the Notes are first issued they will not be guaranteed by any of the Company's subsidiaries and none of the Company's subsidiaries will be required to guarantee the Notes in the future, except that, under certain circumstances and subject to certain exceptions set forth in the Indenture, one or more of the Company's Domestic Subsidiaries (as defined in the Indenture) (except for certain Excluded Subsidiaries or Securitization Entities (each as defined in the Indenture)) may be required to guarantee the payment of the Notes (the "Springing Guarantee Covenant").

Ranking

The Notes will be:

·	the Company's senior unsecured obligations;

·	pari passu in right of payment with all of the Company's existing and future senior unsecured indebtedness and senior unsecured guarantees;

·	effectively subordinated in right of payment to all of the Company's existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and guarantees;

·	senior in right of payment to any of the Company's future subordinated indebtedness and subordinated guarantees; and

·	effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other liabilities (including trade payables) and any preferred equity of the Company's subsidiaries (other than any Domestic Subsidiaries that may become guarantors of the Notes).

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