Starwood Real Estate Income Trust, Inc.

ITEM 1A.RISK FACTORS

Except as set forth below, there were no material changes during the period covered by this Quarterly Report to the risk factors previously disclosed under Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025.

There is no public trading market for shares of our common stock; therefore, your ability to dispose of y and Item 1A. of our shares will likely be limited to repurchase by us. If you do sell your shares to us, you may receive less than the price you paid.

There is no current public trading market for shares of our common stock, and we do not expect that suQuarterly Report on Form 10-Q for the quarter ended March a market will ever develop. Therefore, repurcha31, 2026.

Failure to exercise of shares by us will likely be the only way for Apollo buyou to dispose of your shares. We repurchase shares at a price equal to the transaction price of the class of shares being repurchased on the date of repurcht option may increase (which will generally be equal to oour prior months NAV per share) and not based on the price at which you initially purchased your shares. Subject to ayment obligations and limited exceptions, shares repurchased within one year of the date of issuance are repurchased at 95% of the transaction price. As a result, you may receive less tha our operating flexibility.

Between the price you paid for your shares when you sell them to us pursuant to our share repurchase plan. Under our share repurchase plan as last amended in April 2026, we repurchase requests made upon the death or qualifying disability fifth and 12th anniversary of a stockholder and repurchase requests made for accounts havthe closing a balance below $5,000 to the extent there are available funds up to a limit of $5 million per month. 

Your ability to have your shares repurchased through our share repurchase plan is limited to repurchases resulting from death or qualifying disability and for accounts having a balance below $5,000. We may choose to repurchase fewer shares than haof our joint venture with Apollo, and at certain intervals thereafter, we have been requested to be repurchased or no sharesthe right, in our discretion at any time, and the amount of shares we may repurchase is subject to a monthly limit of $5 million. Further, our board of directors may modify or suspend our share repurchase plan if it deems such action to be in our b, to exercise a call option to redeem Apollos interest interest and  the best jointerest of our stockholders.

Effective A venture at a pril 29, 2026, we amendce designed our share repurchase plan such that (i) repurchase requests mato provide upon the death or qualifying disability of a stockholder who is a natural person will beApollo with its target repurchased in full to the extent there are available funds up turn, after taking into a limit of $5 million per month; and (ii) repurchase requests for accounts having a balance below $5,000 will be repurchased in full to theccount prior distributions. If we do not extent there are available funds up to a limit of $5 million per month. As a result, no repurchase requests will be accepted except in connection wiercise that right at or shortly after the fifth (i) and (ii) above. Since October 2022, repurchase requests have consistently exceeded the applicable monthly and quarterly limits of our share repurchase plan and may continueanniversary, we will be subject to exceed the limits of our share repurchincrease plan in the future. Further, our board of directors may modify or suspend our share repurchase plan if it deems such action to be in our best interest and the bestd payment obligations and economic constraints, interest of our stockholders. If the full amount of all shares of our common stock requested to be repurchased in any given month are not repurchased, funds are allocated pro rata based on the total number of shares of common stock being repurchased without regard to classcluding minimum yield payments, make-whole contributions and subject to othe limitation. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencemenr contingent payment of the share repurchase plan, as applicable. 

In any particular monthbligations, we may choose to repurchase fewer shares than have been requested to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. We may repurchase fewer shares than have been requested to be repurchased due to lack of readily available funds because of adverhich increase each year Apollo remains an investor in the joint venture. These market condiobligations beyond our control, the need to maintain licould requidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than repurchasre us to make cash payments even if the underlying our shares. 

The vast majority of our assassets consist of properties that do not generally cannot be readily liquidated without impacting our ability to realize full value upon theirte sufficient disposition. Therefore, we may not always have a sufficient amount of catributable cash to immediately satisfy repurchase requests. Since historicalflow, which could repurchase requests, in our judgment, placed an undue burden on our liquidity, adversely affected ouduce cash available for operations or risked an adverse impact on us as a whole, and we determined that investing our liquid assets in real properties or other illiquid ither corporate purposes, investments rath, stockholder than repurchasing our shares is in the best interests ofredemptions or distributions to our company as a wstockhole, we amended our share repurchase plan in April 2026 as set forth above. We are not required to reinstate the historical limits of our sharders. Delaying or declining to exercise the buyout option will make a future repurchase plan (monthly limit of 2% demption of NAV and quarterly limit of 5% of NAV) at any time and the current terms of our share repurchase plan may continue indefinitely. In aApollos interests more expensive. Addition, we are not required to authorize the recommencement of the share repurchase plan within any specified period of time, we may effectively terminate tally, if we cannot satisfy the plan by suspending it indefinitely. As a result, your ability to have your shares repurchased by us ayment obligations, Apollo may be limited and at times you may not be ableentitled to liquidate your investment. 

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Economgovernic events that may cause our stockholders to request that we repurchase their shang rights with res may materially adversely affepect our cash flow and our results of operations and financial condition.

Economic eto the joint vents affecting the U.S. economy, such as the general negative performance of the real estate sector (including as a result of inflation or higher interest rates), actual or perceived instability in the U.S. banking system, disruptiures portfolio. These rights and obligations in the labor market (including labor shortages and unemployment), stock market volatmay limit our ability, trade conflict, civil unrest, national and international security events, geopolitical events, military conflicts and war (including the ongoing conflicts in the Middle East and Ukraine) could cause our stockholders to seek to sell their shares to us pursuant to our share repurchase plan at a time when such events are adversely affect to manage, refinance, sell or otherwise monetize the underlying the performance of our aassets. Even if we decide to satisfy all result on the timing repurchase requests, our cash flow cor terms we would be materially adversely affectedotherwise prefer. In addition, if we determine to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth of our portfolio by property type and location,f the joint venture underperforms, these consequences could be have a materially adversely a effected.

In addition, stockholders have and may continue to seek to repurchase some or all of the shares of our common stock that they hold. A significant volume of repurchase requests in a given period has in the past and may in the future cause requests to exceed the monthly and quarterly limits under our share repurchase pla on our liquidity, financial condition, resulting in less than the full amount of repurchase requests being ss of operatisfied in such period. However, under our amended share repurchase plan, we may repurchase requests only made upon the death or qualifying disaons and ability of a stockholder and repurchase requests made for accounts having a balance below $5,000 to make distributions to the extent there are available funds up to a limit of $5 million per month. our stockholders.