Starwood REIT (SREIT) Q3 2026 10-Q: NAV $19.16, $21.9M Repurchased, $10.0M From the Advisor

This page reads the newest filing and the monthly NAV supplements and sets them beside the June 30 10-Q. It does not repeat what our earlier pages already carry: the governance, fee structure and Apollo deal are in our SREIT review, the Advisor's share sales and the Form 4 trail are in the Advisor's repurchases outside the plan, and every year's return and month of repurchases since 2018 is in SREIT performance and redemptions. What is new is what only the September 30 10-Q and the filings of the last four months show. SREIT is a perpetual-life REIT advised by Starwood REIT Advisors, L.L.C.; its current public offering was declared effective on February 4, 2026 for up to $10.0 billion, and as of October 16, 2026 it had sold 386,445 shares in the primary offering for about $6.4 million and 3,333,595 shares through the distribution reinvestment plan for about $65.6 million.

NAV per share, six month-ends

Class I has fallen in every month from May to September, from $19.59 at April 30 to $19.16, 2.2% in all (our arithmetic). The 10-Q's letter to stockholders says the quarter's 1.8% decline reflected a “modest decline in property values” mainly in market-rate multifamily, and that lower property cash flow, higher interest expense and the cost of refinancing were bigger drivers of the negative return. The valuation inputs barely moved between June 30 and September 30: multifamily discount rate 6.9% and exit cap rate 5.5%, industrial 7.4% and 5.8%, other 8.3% and 6.7%, and office 8.0% with the exit cap rate up from 6.7% to 6.8%. Each 0.25 point on the exit cap rate moves multifamily values by about 2.7% to 2.9%.

Class I annualized total return since inception is 4.9% in the 10-Q, against 5.1% at June 30, and the year-to-date figure went from 0.9% annualized to (0.2)%. The 10-Q gives average annualized distribution rates of 4.8% for Class I, 4.6% for Class D and 3.9% for Classes S and T.

The NAV is not the GAAP book value. Stockholders' equity under GAAP was $3,096,387 thousand at September 30, and the 10-Q's reconciliation adds $383,082 thousand of operating partnership units, $198,542 thousand of accrued servicing fees, $511,243 thousand of unrealized appreciation and $3,677,523 thousand of accumulated depreciation and amortization to reach the NAV.

Repurchases: the plan and the Advisor, side by side

The first thing to know is that the limits most readers remember are gone. The plan's first years allowed repurchases of up to 2% of NAV a month and 5% a quarter. The 10-Q lists every change since.

Of the last change the 10-Q says: “As a result, no repurchase requests will be accepted except in connection with (i) and (ii) above.” It also says: “Since October 2022, share repurchase requests from our stockholders have exceeded the limits of our share repurchase plan.” SREIT accepted $4.2 million, $5.1 million and $3.7 million of repurchase requests in July, August and September 2026, all of them in the death, disability and under-$5,000 categories. Shares held for less than a year are repurchased at 95% of the transaction price.

What the Item 2 table shows, and why it lags

The 10-Q's Item 2 table lists shares repurchased in each month of the quarter.

Read against the accepted amounts, the table is one month behind. July's 131,125 shares at $19.64 come to about $2.6 million, close to the $2.5 million accepted for June; August's 217,228 at $19.56 come to about $4.2 million, matching the $4.2 million accepted for July; and September's 260,214 plan shares at $19.43 come to about $5.1 million, matching the $5.1 million accepted for August (our arithmetic). The second quarter shows the same pattern: May's 250,304 shares at $19.76 come to about $4.9 million against $4.8 million accepted for April, and June's 114,899 at $19.73 to about $2.3 million against $2.3 million for May. The 10-Q does not say this; it is our reading of its own numbers. If it holds, the $3.7 million accepted for September will appear in the October row of the next filing, and the quarter's plan repurchases of about $11.9 million (our arithmetic) are not the $13.0 million accepted.

April 2026 is the exception: its 1,985,299 plan shares (2,926,961 less the Advisor's 941,662) at $19.79 come to about $39.3 million (our arithmetic), far above the $4.8 million accepted for April. That fits requests made before the April 29 amendment, but the filing does not say so.

Where the Advisor fits

The Advisor is paid its management fee in Class I shares, then sells some back to the company. The 10-Q says the company repurchased 513,382 Class I shares held by the Advisor in the quarter for $10.0 million, and 1,455,044 shares for $28.6 million in nine months. Subtracting the second quarter's 941,662 shares and the third quarter's 513,382 leaves none in the first quarter (our arithmetic). The same note says: “The Advisor repurchases were used primarily to settle tax obligations incurred by the Advisor.”

At $19.41, the July 31 NAV, 513,382 shares come to $9.96 million (our arithmetic), which rounds to the 10-Q's $10.0 million. The Form 4 for September 1 did not identify the buyer; the 10-Q now shows the company. It does not address the other point we flagged, that the Form 4 reported the same post-transaction holding as the August filing. For the Form 4 detail see our report on the Advisor's repurchases.

The comparison that matters to a holder: in the second quarter the Advisor received $18.6 million and everyone else $9.6 million of accepted requests. In the third quarter the Advisor received $10.0 million and everyone else $13.0 million. The Advisor's fee shares keep coming: the 10-Q says 687,005 unregistered Class I shares were issued to it for the July and August fees, and 343,747 more in October for the September fee.

Shares by class

Total shares outstanding rose by 1,183,498 in the quarter (our arithmetic): 1,136,200 shares were issued (net of exchanges between classes, and including the Advisor's fee shares) and 1,128,891 came through the distribution reinvestment plan, more than the 1,121,949 repurchased. Class I had 189,107,170 shares on November 12, 2026, against 187,880,378 at September 30.

Distributions: the same $0.0770, and where it came from

The gross rate was $0.1035 a share a month through March 2026 and has been $0.0770 since April. On the September 30 Class I NAV of $19.16, $0.0770 a month annualizes to 4.8% (our arithmetic), the same figure as the 10-Q's average annualized distribution rate for Class I. The October distribution is payable on or about November 4, 2026.

Two things stand out. First, the “offering proceeds” line, which the 10-Q defines as distributions reinvested through the distribution reinvestment plan, is $63,371 thousand in both the June and September 10-Qs, while the amount reinvested in shares went from $51,468 thousand to $72,272 thousand. The 10-Q does not say why the line did not move; we take it as filed. Second, the nine-month distributions of $292,505 thousand were 25% reinvested and 75% paid in cash, $220,233 thousand, which operating cash flow of $235,517 thousand covered 1.07 times (our arithmetic).

FFO and AFFO

The second-quarter AFFO was $62,708 thousand (10-Q for June 30, 2026), so AFFO fell 94% in one quarter (our arithmetic). The table shows where: FFO of $54,605 thousand, less a $48,296 thousand adjustment for unrealized gains in the fair value of real estate debt and other financial instruments, less $8,945 thousand of deferred income amortization and $3,460 thousand of straight-line rent, plus $8,521 thousand of financing-cost amortization and several smaller items. AFFO is the company's own non-GAAP measure and the 10-Q says FFO and AFFO are not intended as liquidity measures for the ability to make distributions. We report the gap because it is the largest change in the filing. FFO and AFFO are shown after $11.9 million of income attributed to Apollo for the quarter.

Debt and liquidity after the Apollo deal

The company used the $1.02 billion from Apollo to repay the senior secured revolving credit facility, which had $81.5 million outstanding, and about $876.0 million of line-of-credit borrowings. About $1.35 billion of line commitments were extended to August 2031, including a one-year extension option, and converted to a secured basis; $200.0 million of commitments held by two lenders were not extended and mature in May 2027, with $86,968 thousand drawn against them. Undrawn lines were $842,000 thousand and cash $193,491 thousand, for liquidity of $1,035,491 thousand against $293,804 thousand at June 30.

The 10-Q says that about $1.7 billion of indebtedness, about $1.5 billion of it mortgage notes, about $0.1 billion secured credit facilities and about $0.1 billion lines of credit, comes due within twelve months of issuance of the financial statements, and that the company plans to refinance before maturity and believes this is probable. Management's letter says leverage declined from 58% at June 30 to 54% at September 30 and that about $7.4 billion has been refinanced since early last year. Interest expense was $184,804 thousand in the quarter against $159,915 thousand a year earlier, or 46.6% of revenue (our arithmetic). Variable-rate debt was $10.1 billion, against which the company holds caps and swaps with a notional amount of $8.9 billion; a 10 basis point rise in benchmark rates would have added $2.6 million to third-quarter interest expense net of those hedges. The 10-Q says the company was in compliance with all corporate and property-level covenants.

Apollo's side of the ledger

None of this existed at June 30. The 10-Q adds that if the financial covenants are not met and not cured, the call right becomes accelerated and the company would owe Apollo a redemption price. As of September 30 the company says it was in compliance. For the structure and what it means for common holders see our SREIT review.

Fees, operations and the portfolio

The management fee is paid in Class I shares at the Advisor's election: 2,748,229 unregistered Class I shares were issued for the fee through August 2026, and the 10-Q reports $6.6 million accrued for September, paid in 343,747 shares in October. The Advisor has waived 20% of its fee, 1.25% of NAV reduced to 1%, until the plan is back at its 2% monthly and 5% quarterly limits. No performance participation was recognized because the return hurdles were not achieved. The Advisor, its employees, affiliates, executive officers and independent directors held $527.1 million of the company at September 30. Highmark Residential, a company owned by an affiliate of the sponsor, was paid about $8.4 million for property management in the quarter and $25.0 million in nine months.

The portfolio is unchanged in size: 402 consolidated properties with a gross asset value of $20,520,513 thousand, 271 of them multifamily at 95% occupancy, 81 industrial at 90%, 20 office at 91% and 30 other. Multifamily was 75% of nine-month segment revenue. The investment in real estate debt, a term loan tied to an Australian hotel and casino company, was $952,762 thousand at fair value. The 10-Q reports no impairments in the quarter and no material legal proceedings.

What the 10-Q does not say

• How many people asked. The plan no longer accepts requests outside two exceptions, so the filing reports only what was accepted, not what was submitted. It cannot tell you the size of the queue.
• Why the table lags. The Item 2 monthly table and the monthly accepted amounts differ by a month in our reading above; the filing does not explain the timing.
• Why AFFO fell 94%. The reconciliation shows the arithmetic but the text gives no reason.
• When the plan reopens. The letter says the company intends to reinstate the program “when we believe it can be done in a sustainable manner”. There is no date and no threshold. The Advisor's fee waiver ends only when the 2% and 5% limits return.
• The annual meeting. On August 11, 2026 the 2026 annual meeting was adjourned for lack of a quorum and the incumbent directors continue as holdover directors (Form 8-K filed August 12, 2026). The 10-Q does not mention it, and we have seen no later Item 5.07 filing. See non-traded REIT quorum failures.
• Risk factors. The 10-Q says there were no material changes to the risk factors in the 2025 10-K and the first two 10-Qs of 2026.
• The price you can actually get. The NAV is the price the company would pay if the plan were open to you. Secondary-market and tender prices are not in SEC filings; see non-traded REIT tender offers in 2026.

Dates to watch

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice.

• Check which category you are in. The plan accepts requests only for the death or qualifying disability of a stockholder who is a natural person and for accounts with a balance under $5,000. If neither applies, the 10-Q gives no route to a repurchase today.
• Read your statement against the class table. Class I is $19.16, Class D $18.92, Class S and Class T $19.34. Shares held under a year are repurchased at 95% of the transaction price, so $19.16 becomes $18.20 for a Class I share inside its first year (our arithmetic on the 95% rule).
• For an heir or executor. The death category is the one open door. It is capped at $5.0 million a month across all holders; Note 11 says requests above the cap are satisfied in the order of the date of death or qualifying disability, earliest first, and any left over are repurchased pro rata with the other requests. See what the repurchase rules say for heirs.
• Weigh the exit price, not just the fill. Accepted requests were $13.0 million in a fund with $7.9 billion of NAV, about 0.16% of the June 30 NAV (our arithmetic).
• Watch the Advisor line. In the quarter the Advisor group's shares took $10.0 million of the $21.9 million the company spent.
• Compare the field. Our redemption status table shows which large NAV REITs are paying in full.

If a large share of your portfolio sits in one non-traded REIT, or you are weighing the tax on a sale or on a move to heirs, a second opinion on your own numbers may help.

FAQ

All figures are from SEC filings of Starwood Real Estate Income Trust, Inc. (CIK 1711929) read on November 12, 2026: Form 10-Q for September 30, 2026 (accession 0001193125-26-457735, filed November 12, 2026) and for June 30, 2026 (0001193125-26-346339); prospectus supplements (Form 424B3) of June 15, July 17, August 14, September 16 and October 16, 2026 (0001193125-26-271041, -307255, -351388, -393025, -424159); Forms 8-K of June 30, July 31, August 31, September 30 and October 30, 2026 (0001193125-26-290199, -327316, -375795, -408572, -439995), the Form 8-K of August 4, 2026 on the Apollo joint venture (0001193125-26-332741) and the Form 8-K of August 12, 2026 on the annual meeting (0001193125-26-346366). The company's last filing at the time of writing was the 10-Q of November 12, 2026. Our arithmetic is labelled in the text and in the data file. This is analysis of public documents, not investment, legal or tax advice.