Starwood Credit Real Estate Income Trust

8-K · ck0001986395-20260601.htm iXBRL

0001986395 2026-06-01 2026-06-01

  

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
 FORM 8-K
  
  
 CURRENT REPORT
P ursuant to Section 13 OR 15(d) of
 The Securities Exchange Act of 1934
  
 Date of Report (Date of earliest event reported): June 1, 2026

 Starwood Credit Real Estate Income Trust
 (Exact name of registrant as specified in its charter)

 Maryland

 000-56577

 93-6487687

 (State or Other
 Jurisdiction of Incorporation)

 (Commission File Number)

 (I.R.S. Employer
 Identification No.)

 2340 Collins Avenue
 Miami Beach , Florida 33139
 (Address of Principal Executive Offices) (Zip Code)
  
 Registrant’s telephone number, including area code: (305) 695-5500
 Not Applicable
 (Former Name or 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 (17 CFR 230.425)
  
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
  

       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 3.02	Unregistered Sales of Equity Securities.
  
 In connection with the continuous private offering of Starwood Credit Real Estate Income Trust, a Maryland statutory trust (the “Company”), on June 1, 2026, the Company sold an aggregate of 439,785.519 of its common shares of beneficial interest, par value $0.01 per share (the “Shares”), for aggregate consideration of approximately $8.9 million at a price per Class S Share and Class I Share equal to $20.0973 and $20.0533, respectively, plus applicable upfront selling commissions and dealer manager fees. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Regulation D promulgated thereunder.
  
 The following table details the Shares sold:
  

 Title of Securities

  

 Number of Shares Sold

  

 Aggregate Consideration

 Class S Shares

  

 381,941.854

  

   $7,703,000 (1)

 Class I Shares

  

 57,843.665

  

 $1,159,956

 _________
 (1) Includes upfront selling commission and dealer manager fees of $27,000.

  

  

  

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

  

  

  

  

  

  

  

  

  

 STARWOOD CREDIT REAL ESTATE INCOME TRUST

  

  

  

  

 Date: June 3, 2026

  

  

  

  

  

 By:

  

 /s/ Dennis G. Schuh

  

  

 Name:

 Dennis G. Schuh

  

  

 Title:

 Chief Executive Officer and President