Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~:

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes~~ ☐ No ☒

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. ☒

~~The aggregate market value~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~common stock held by non-affiliates of the registrant:~~Act). Yes ☐ No ~~established market exists for the registrant’s common stock.~~ ☒

As of May ~~14, 2018, there were 10,000 outstanding~~10, 2022, the registrant had the following shares outstanding: 5,552,038 shares of Class T common stock, 209,116,539 shares of Class S common stock, 29,574,113 shares of Class D common stock and 226,839,317 shares of Class I common stock. ~~There were no outstanding shares of Class D common stock, Class S common stock or Class T common stock.~~

	March 31, 2018			December 31, 2017			March 31, 2022			December 31, 2021
Assets
Investments in real estate, net							$	17,225,002		$	17,185,079
Investments in real estate debt								1,031,340			954,077
Investments in unconsolidated real estate ventures								11,351			10,422
Cash and cash equivalents	$	200,000		$	200,000			1,506,939			274,756
Restricted cash								662,445			665,799
Other assets								1,230,024			881,298
Total assets	$	200,000		$	200,000		$	21,667,101		$	19,971,431
Liabilities and Equity
Accounts payable, accrued expenses and other liabilities	$	51,000		$	35,864
Mortgage notes and revolving credit facility, net							$	11,286,940		$	11,274,411
Secured financings on investments in real estate debt								260,697			268,181
Unsecured line of credit								—			375,000
Other liabilities								360,148			339,506
Subscriptions received in advance								500,014			496,845
Due to affiliates		364			—			471,316			513,268
Total liabilities	$	51,364		$	35,864			12,879,115			13,267,211

Commitments and contingencies								—			—
Redeemable non-controlling interest								244,880			30,502

Equity
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding as of March 31, 2018 and December 31, 2017		—			—
Common stock—Class T shares, $0.01 par value per share, 250,000,000 shares authorized; none issued and outstanding as of March 31, 2018 and December 31, 2017		—			—
Common stock—Class S shares, $0.01 par value per share, 250,000,000 shares authorized; none issued and outstanding as of March 31, 2018 and December 31, 2017		—			—
Common stock—Class D shares, $0.01 par value per share, 250,000,000 shares authorized; none issued and outstanding as of March 31, 2018 and December 31, 2017		—			—
Common stock—Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 10,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017		100			100
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; NaN issued and outstanding as of March 31, 2022 and December 31, 2021							—				—
Common stock — Class T shares, $0.01 par value per share, 500,000,000 shares authorized; 5,358,693 and 4,648,436 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively								54			46
Common stock — Class S shares, $0.01 par value per share, 1,000,000,000 shares authorized; 188,684,149 and 154,381,036 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively								1,887			1,544
Common stock — Class D shares, $0.01 par value per share, 500,000,000 shares authorized; 27,451,364 and 22,142,299 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively								275			221
Common stock — Class I shares, $0.01 par value per share, 1,000,000,000 shares authorized; 202,379,941 and 163,624,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively								2,024			1,636
Additional paid-in capital		199,900			199,900			9,347,732			7,388,885
Accumulated deficit		(51,364	)		(35,864	)
Accumulated other comprehensive loss								(4,918	)		(530	)
Accumulated deficit and cumulative distributions								(845,384	)		(757,575	)
Total stockholders’ equity								8,501,670			6,634,227
Non-controlling interests in consolidated joint ventures								41,436			39,491
Total equity		148,636			164,136			8,543,106			6,673,718
Total liabilities and equity	$	200,000		$	200,000		$	21,667,101		$	19,971,431

See accompanying notes to condensed consolidated financial ~~statements~~statements.

Condensed Consolidated ~~Statement~~Statements of Operations and Comprehensive Income (Loss) (Unaudited)

				Three Months Ended March 31,
	Three Months Ended March 31, 2018			2022			2021
Revenues
Rental revenue				$	317,370		$	98,107
Other revenue					13,275			7,644
Total revenues	$	-			330,645			105,751
Expenses
General and administrative expenses		15,500
Property operating					132,998			42,880
General and administrative					8,417			2,706
Management fees					34,155			7,420
Performance participation allocation					87,126			8,708
Depreciation and amortization					224,759			54,796
Total expenses		15,500			487,455			116,510
Net loss	$	(15,500	)
Net loss per share of common stock, basic and diluted	$	(1.55	)
Weighted average shares outstanding of Class I common stock, basic and diluted		10,000
Other income (expense)
Income (loss) from unconsolidated real estate ventures					929			(22	)
Income from investments in real estate debt					2,821			8,794
Interest expense					(77,869	)		(25,549	)
Other income, net					257,294			7,405
Total other income (expense)					183,175			(9,372	)
Net income (loss)				$	26,365		$	(20,131	)
Net (income) loss attributable to non-controlling interests in consolidated joint ventures				$	(923	)	$	21
Net (income) loss attributable to non-controlling interests in Operating Partnership					(582	)		221
Net income (loss) attributable to stockholders				$	24,860		$	(19,889	)
Net income (loss) per share of common stock, basic and diluted				$	0.06		$	(0.19	)
Weighted-average shares of common stock outstanding, basic and diluted					396,286,900			106,818,450

Comprehensive income (loss):
Net income (loss)				$	26,365		$	(20,131	)
Other comprehensive loss item:
Foreign currency translation adjustments					(4,388	)		—
Other comprehensive loss				$	(4,388	)	$	—
Comprehensive income (loss)				$	21,977		$	(20,131	)

~~The Company was formed on June 22, 2017 and therefore had no income statement activity during the first quarter of 2017.~~

See accompanying notes to condensed consolidated financial ~~statements~~statements.

~~The Company was formed on June 22, 2017 and therefore had no activity during the first quarter of 2017.~~

	Par Value														Accumulated			Accumulated
	Common Stock Class T		Common Stock Class S			Common Stock Class D			Common Stock Class I			Additional Paid-In Capital			Other Comprehensive Loss			Deficit and Cumulative Distributions			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
Balance at December 31, 2021	$	46	$	1,544		$	221		$	1,636		$	7,388,885		$	(530	)	$	(757,575	)	$	6,634,227		$	39,491		$	6,673,718
Common stock issued		8		346			54			388			2,067,025			—			—			2,067,821			—			2,067,821
Offering costs		—		—			—			—			(93,736	)		—			—			(93,736	)		—			(93,736	)
Distribution reinvestments		—		8			1			7			44,724			—			—			44,740			—			44,740
Amortization of restricted stock grants		—		—			—			—			206			—			—			206			—			206
Common stock repurchased		—		(11	)		(1	)		(7	)		(46,991	)		—			—			(47,010	)		—			(47,010	)
Net income ($582 allocated to redeemable non- controlling interest)		—		—			—			—			—			—			24,860			24,860			923			25,783
Contributions from non-controlling interests		—		—			—			—			—			—			—			—			1,686			1,686
Distributions to non-controlling interests		—		—			—			—			—			—			—			—			(664	)		(664	)
Distributions declared on common stock (see Note 10)		—		—			—			—			—			—			(112,669	)		(112,669	)		—			(112,669	)
Other comprehensive loss, net		—		—			—			—			—			(4,388	)		—			(4,388	)		—			(4,388	)
Allocation to redeemable non- controlling interest		—		—			—			—			(12,381	)		—			—			(12,381	)		—			(12,381	)
Balance at March 31, 2022	$	54	$	1,887		$	275		$	2,024		$	9,347,732		$	(4,918	)	$	(845,384	)	$	8,501,670		$	41,436		$	8,543,106

See accompanying notes to condensed consolidated financial ~~statements~~statements.

Condensed Consolidated ~~Statement~~Statements of ~~Cash Flows~~Changes in Equity (Unaudited)

Three Months Ended
March 31, 2018

Cash flows from operating activities

Net loss

$
(15,500
)
Adjustments to reconcile net loss to net cash provided by operating activities

Accounts payable, accrued expenses and other liabilities

15,136

Due to affiliates

364

Net cash provided by operating activities

$
—

Cash flows from investing activities

Net cash used in investing activities

$
—

Cash flows from financing activities

Net cash provided by financing activities

$
—

Cash and cash equivalents at the beginning of the period

$
200,000

Cash and cash equivalents at the end of the period

$
200,000

	Par Value													Accumulated
	Common Stock Class T		Common Stock Class S			Common Stock Class D		Common Stock Class I			Additional Paid-In Capital			Deficit and Cumulative Distributions			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
Balance at December 31, 2020	$	25	$	464		$	28	$	392		$	1,819,526		$	(224,198	)	$	1,596,237		$	10,179		$	1,606,416
Common stock issued		2		141			18		121			611,592			—			611,874			—			611,874
Offering costs		—		—			—		—			(30,594	)		—			(30,594	)		—			(30,594	)
Distribution reinvestments		—		4			—		2			14,095			—			14,101			—			14,101
Amortization of restricted stock grants		—		—			—		—			53			—			53			—			53
Common stock repurchased		—		(4	)		—		(1	)		(12,254	)		—			(12,259	)		—			(12,259	)
Net loss ($221 allocated to redeemable non- controlling interest)		—		—			—		—			—			(19,889	)		(19,889	)		(21	)		(19,910	)
Contributions from non-controlling interests		—		—			—		—			—			—			—			—			—
Distributions to non-controlling interests		—		—			—		—			—			—			—			(304	)		(304	)
Distributions declared on common stock (see Note 10)		—		—			—		—			—			(30,509	)		(30,509	)		—			(30,509	)
Allocation to redeemable non- controlling interest		—		—			—		—			(839	)		—			(839	)		—			(839	)
Balance at March 31, 2021	$	27	$	605		$	46	$	514		$	2,401,579		$	(274,596	)	$	2,128,175		$	9,854		$	2,138,029

~~The Company was formed on June 22, 2017 and therefore had no activity during the first quarter of 2017.~~

See accompanying notes to condensed consolidated financial ~~statements~~statements.

	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities
Net income (loss)	$	26,365		$	(20,131	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Management fees		34,155			7,420
Performance participation allocation		87,126			8,708
Depreciation and amortization		224,759			54,796
Amortization of deferred financing costs		8,757			814
Straight-line rent amortization		(3,616	)		(2,381	)
Deferred income amortization		(2,823	)		(439	)
Unrealized gain on changes in fair value of financial instruments		(246,517	)		(12,884	)
Foreign currency loss		6,456			5,680
Amortization of restricted stock grants		206			53
(Income) loss from unconsolidated real estate ventures		(929	)		22
Other items		45			11
Change in assets and liabilities
Decrease (increase) in other assets		11,118			(435	)
(Decrease) increase in due to affiliates		(1,286	)		1,001
(Decrease) increase in other liabilities		(18,685	)		8,039
Net cash provided by operating activities		125,131			50,274
Cash flows from investing activities
Acquisitions of real estate		(223,813	)		(147,263	)
Capital improvements to real estate		(19,663	)		(6,430	)
Investment in unconsolidated real estate ventures		—			(235	)
Origination and purchase of investments in real estate debt		(109,229	)		(504,692	)
Purchase of real estate-related equity securities		(85,653	)		—
Proceeds from paydown of principal and settlement of investments in real estate debt		7,907			12,374
Net cash used in investing activities		(430,451	)		(646,246	)
Cash flows from financing activities
Proceeds from issuance of common stock, net		1,539,527			491,593
Offering costs paid		(20,053	)		(5,720	)
Subscriptions received in advance		500,014			231,243
Repurchase of common stock		(47,010	)		(12,259	)
Borrowings from mortgage notes and revolving credit facility		27,120			112,158
Repayments of mortgage notes and revolving credit facility		(386,342	)		(47,775	)
Repayments under secured financings on investments in real estate debt, short term net		—			(42,557	)
Borrowings under secured financings on investments in real estate debt		—			140,150
Repayments under secured financings on investments in real estate debt		—			(65,697	)
Payment of deferred financing costs		(1,382	)		(161	)
Contributions from non-controlling interests		1,686			—
Distributions to non-controlling interests		(664	)		(304	)
Distributions		(62,507	)		(14,025	)
Net cash provided by financing activities		1,550,389			786,646
Effect of exchange rate changes		(16,240	)		—
Net change in cash and cash equivalents and restricted cash		1,228,829			190,674
Cash and cash equivalents and restricted cash at the beginning of the period		940,555			293,411
Cash and cash equivalents and restricted cash at the end of the period	$	2,169,384		$	484,085
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	$	1,506,939		$	199,149
Restricted cash		662,445			284,936
Total cash and cash equivalents and restricted cash	$	2,169,384		$	484,085
Supplemental disclosure of cash flow information:
Cash paid for interest	$	61,902		$	16,824
Supplemental disclosure of non-cash investing and financing activities:
Accrued stockholder servicing fee due to affiliate	$	83,717		$	27,626
Redeemable non-controlling interest issued as settlement for performance participation allocation	$	204,225		$	15,061
Accrued distributions	$	40,928		$	11,431
Distribution reinvestment	$	44,740		$	14,101
Allocation to redeemable non-controlling interest	$	12,381		$	839

Starwood Real Estate Income Trust, Inc. (the “Company”) was formed on June 22, 2017 as a Maryland corporation and ~~intends~~has elected to ~~qualify~~be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax ~~purposes.~~purposes commencing with the taxable year ended December 31, 2019. The Company was organized to invest primarily in stabilized, income-oriented commercial real estate and debt secured by commercial real estate. The Company’s portfolio is principally comprised of properties located in the United States. The Company continues to diversify its portfolio on a global basis through the acquisition of properties outside of the United States, with a focus on Europe. To a lesser extent, the Company invests in real estate debt, including loans secured by real estate and real estate-related securities. The Company is the sole general partner of Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). Starwood REIT Special Limited Partner, L.L.C. (the “Special Limited Partner”), a wholly owned subsidiary of Starwood Capital Group Holdings, L.P. (the “Sponsor”), owns a special limited partner interest in the Operating Partnership. The Company was organized to invest primarily in stabilized, income-oriented commercial real estate and debt secured by commercial real estate. The Company’s portfolio principally will be comprised of properties, and debt secured by properties, located in the United States but may also be diversified on a global basis through the acquisition of properties, and debt secured by properties, outside of the United States, with a focus on Europe. To a lesser extent, the Company also may invest in real estate-related securities. Substantially all of the Company’s business ~~will be~~is conducted through the Operating Partnership. The Company and the Operating Partnership are externally managed by Starwood REIT Advisors, L.L.C. (the “Advisor”), an affiliate of the Sponsor.

As of March 31, ~~2018,~~2022, the Company ~~had neither purchased nor contracted to purchase any~~owned 391 real estate properties, 2,708 single-family rental homes, one investment in an unconsolidated real-estate venture and 58 positions in real estate debt investments. The ~~Advisor has not identified any real estate, real estate-related debt or real estate-related securities~~Company currently operates in ~~which it is probable that~~7 reportable segments: Multifamily, Single-Family Rental, Industrial, Office, Self-Storage, Other and Investments in Real Estate Debt. Effective January 1, 2022, the ~~Company will invest.~~Hospitality and Medical Office segments have been combined within the Other segment and previous amounts have been recasted. Financial results by segment are reported in Note 14.

On ~~July 13,~~December 27, 2017, the Company ~~was capitalized with a $200,000 investment by Starwood Real Estate Income Holdings, L.P., a wholly-owned subsidiary of the Sponsor, in exchange for 10,000 shares of the Company’s Class I shares.~~

~~As of March 31, 2018, the Company had the authority to issue 1,100,000,000 shares of capital stock, consisting of the following:~~

~~The Company has registered with the Securities and Exchange Commission (the “SEC”) an~~commenced its initial public offering of up to $5.0 billion in shares of common stock (the “Initial Public Offering”). On June 2, 2021, the Initial Public Offering terminated and the Company commenced a follow-on public offering of up to $10.0 billion in shares of common stock, consisting of up to ~~$4.0~~$8.0 billion in shares in its primary offering and up to ~~$1.0~~$2.0 billion in shares pursuant to its distribution reinvestment plan (the ~~“Offering”~~“Follow-on Public Offering”). The Company ~~intends~~reallocated $1,700,000,000 in shares from its distribution reinvestment plan to ~~sell any combination of the four classes of shares of~~ its ~~common stock, with~~primary offering, and as a ~~dollar value~~result, is now offering up to ~~the maximum aggregate~~$9,700,000,000 in shares in its primary offering ~~amount. The share classes have different upfront selling commissions~~ and ~~ongoing stockholder servicing fees. The terms of the Offering require~~up to $300,000,000 in shares pursuant to its distribution reinvestment plan. On February 8, 2022, the Company ~~to deposit all subscription proceeds in an escrow~~filed a registration statement on Form S-11 with ~~UMB Bank, N.A., as escrow agent, until~~the U.S. Securities and Exchange Commission (the “SEC”) for its second follow-on public offering, which the Company ~~receives subscriptions aggregating at least $150 million~~anticipates will become effective in 2022. As of March 31, 2022, the Company had received aggregate net proceeds of $9.6 billion from the sale of shares of the Company’s common stock ~~in any combination of share classes. Until the release of proceeds from escrow, the per share purchase price for shares of~~through the Company’s common stock in its primary offering will be $20.00 per share plus applicable upfront selling commissions and dealer manager fees. Thereafter, the purchase price per share for each class of common stock will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.public offerings.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. ~~The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements.~~ Management believes it has made all necessary adjustments, consisting of only normal recurring items, so that

the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2021 filed with the SEC.

Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company has chosen to reflect unrealized gains and losses associated with the Company’s interest rate swaps and interest rate caps from “Interest expense” to “Other income, net” for the three months ended March 31, 2021 on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Such reclassification had no effect on the previously reported totals included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries and joint ventures in which the Company has a controlling interest. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint ventures is included in non-controlling interests as equity of the

Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain return hurdles being achieved. Any profits interest due to the other partner is reported within non-controlling interests.

In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates the Operating Partnership because it has the ability to direct the most significant activities of the entity such as purchases, dispositions, financings, budgets, and overall operating plans. Where the Company does not have the power to direct the activities of the VIE that most significantly impact its economic performance, the Company’s interest for those partially owned entities are accounted for using the equity method of accounting. The Company meets the VIE disclosure exemption criteria, as the Company’s interest in the Operating Partnership is considered a majority voting interest.

The preparation of ~~the~~ financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.

Restricted cash primarily consistsof cash received for subscriptions prior to the date in which the subscriptions are effective. The Company’s restricted cash is held primarily in a bank account controlled by the Company’s transfer agent but in the name of the Company. The remaining balance of restricted cash primarily consists of amounts in escrow related to real estate taxes and insurance in connection with mortgages at certain of the Company’s properties and tenant security deposits.

In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, the Company accounts for the transaction as an asset acquisition. All property acquisitions to date have been accounted for as asset acquisitions.

Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities. The Company ~~did~~assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends and market and economic conditions. The Company capitalizes acquisition-related costs associated with asset acquisitions.

The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not ~~hold~~limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has not been material.

The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties.

The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Repairs and maintenance are expensed to operations as incurred and are included in Property operating expenses on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Significant improvements to properties are capitalized. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

The Company records acquired above-market and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be received pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses.

The amortization of acquired above-market and below-market leases is recorded as an adjustment to Rental revenue on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The amortization of in-place leases is recorded as an adjustment to Depreciation and amortization expense on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Certain of the Company’s investments in real estate are subject to a ground lease, for which a lease liability and corresponding right-of-use (“ROU”) asset were recognized. The Company calculates the amount of the lease liability and ROU asset by taking the present value of the remaining lease payments, and adjusting the ROU asset for any existing straight-line ground rent liability and acquired ground lease intangibles. The Company’s estimated incremental borrowing rate of a loan with a similar term as the ground lease was used as the discount rate. The lease liability is included as a component of Other liabilities and the related ROU asset is recorded as a component of Investments in real estate, net on the Company’s Condensed Consolidated Balance Sheets. The amortization of the above-market and below-market ground lease is recorded as an adjustment to Depreciation and amortization expense on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company’s management reviews its real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value. During the periods presented, no such impairment occurred.

Investments in unconsolidated joint ventures are initially recorded at cost, and subsequently adjusted for equity in earnings or losses and cash contributions and distributions. Under the equity method of accounting, the net equity investment of the Company is reflected within the Condensed Consolidated Balance Sheets, and the Company’s share of net income or loss from the joint ventures is included within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, the Company’s recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of

certain investment return thresholds. The Company’s investments in unconsolidated joint ventures are reviewed for impairment periodically and the Company records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying values has occurred and such decline is other-than-temporary. The ultimate realization of the investment in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. During the periods presented, no such impairment occurred.

The Company’s investments in real estate debt consists of loans secured by real estate and real estate-related securities. The Company has elected to classify its real estate-related securities as trading securities and record such investments at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Income (loss) from investments in real estate debt on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company elected the fair value option (“FVO”) for its loans secured by real estate. As such, the resulting unrealized gains and losses of such loans are recorded as a component of Income (loss) from investments in real estate debt on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Interest income from the Company’s investments in real estate-related securities is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of premiums and discounts associated with these investments is deferred and recorded over the term of the investment as an adjustment to yield. Upfront costs and fees related to items for which the FVO is elected shall be recognized in earnings as incurred and not deferred. Such items are recorded as components of Income (loss) from investments in real estate debt on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company uses derivative financial instruments such as foreign currency swaps, interest rate swaps and interest rate caps to manage risks from fluctuations in exchange rates and interest rates.

The Company records its derivatives on its Condensed Consolidated Balance Sheets at fair value and such amounts are included in Other assets or Other liabilities. Any changes in the fair value of these derivatives are recorded in earnings.

The Company’s functional currency is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the reporting period. Income statement accounts are translated at average rates for the reporting period. Gains and losses from translation of foreign denominated transactions into U.S. dollars are included in current results of operations. Gains and losses resulting from foreign currency transactions are also included in current results of operations. The effects of translating the assets, liabilities and income of our foreign investments held by entities with functional currencies other than the U.S. dollar are included on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Aggregate foreign currency translation and transaction gains or (losses) included in operations totaled ($6.5) million and ($5.7) million for the three months ended March 31, 2022 and 2021, respectively. These amounts are recorded as a component of Other income, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the market place, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The Company’s investments in real estate debt are reported at fair value. The Company’s investments in real estate debt include commercial mortgage-backed securities (“CMBS”) and residential mortgage-backed securities (“RMBS”). The Company generally determines the fair value of its investments by utilizing third-party pricing service providers. In determining the value of a particular investment, the pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for real estate-related securities usually consider the attributes applicable to a particular class of security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available.

Certain of the Company’s investments in real estate debt include loans secured by real estate, such as its term loan, which may not have readily available market quotations. In such cases, the Company will generally determine the initial value based on the origination amount or acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following inputs (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios and (vii) borrower financial condition and performance.

The Company’s investments in equity securities of public real estate-related companies are reported at fair value and were recorded as a component of Other assets on the Company’s Condensed Consolidated Balance Sheets. As such, the resulting unrealized gains and losses are recorded as a component of Other income, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2022, the Company recognized $12.7 million of unrealized losses on its investments in equity securities. In determining the fair value of public equity securities, the Company utilizes the closing price of such securities in the principal market in which the security trades.

The Company’s derivative financial instruments are reported at fair value. The Company’s interest rate swap agreements are valued using a discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for the Company’s nonperformance risk. The Company’s interest rate cap positions are valued using models developed by the respective counterparty as well as third party pricing service providers that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). As of March 31, 2022, the Company held 20 interest rate caps with an aggregate notional value of $6.9 billion, 2 interest rate caps with an aggregate notional value of €88 million, 1 interest rate cap with an aggregate notional value of kr301.5 million associated with the Danish investment and 3 interest rate swaps with an aggregate notional value of $323.4 million. The resulting unrealized gains and losses associated with the Company’s interest rate swaps and interest rate caps are recorded as a component of Other income, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recognized $269.6 million and $7.6 million of net unrealized gains on its interest rate derivatives during the three months ended March 31, 2022 and 2021, respectively.

The fair values of the Company’s foreign currency swaps are determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying instruments. As of March 31, 2022, the Company held 2 GBP, 17 EUR, 6 DKK and 1 NOK foreign currency swaps, with an aggregate notional value of £166 million, €213 million, kr290 million, and kr881 million, respectively.

The fair values of the Company’s financial instruments (other than investments in real estate debt, mortgage notes, revolving credit facility, unsecured line of credit and derivative instruments), including cash, cash equivalents and restricted cash and other financial instruments, approximate their carrying or contract value. The fair value of the term loan approximates the par value because the loan is pre-payable at the option of the borrower at any time.


The following table details the Company’s assets and liabilities measured at fair value on a recurring basis ($ in thousands):

	March 31, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments in real estate debt	$	—	$	557,346	$	473,994	$	1,031,340	$	—	$	466,475	$	487,602	$	954,077
Equity securities		235,198		—		—		235,198		172,236		—		—		172,236
Derivatives		—		465,811		—		465,811		—		194,053		—		194,053
Total	$	235,198	$	1,023,157	$	473,994	$	1,732,349	$	172,236	$	660,528	$	487,602	$	1,320,366

Liabilities:
Derivatives	$	—	$	3,003	$	—	$	3,003	$	—	$	1,398	$	—	$	1,398
Total	$	—	$	3,003	$	—	$	3,003	$	—	$	1,398	$	—	$	1,398

Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an appropriate discount rate. Additionally, the Company considers current market rate and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. As of March 31, 2022, the fair value of the Company’s mortgage notes, revolving credit facility and secured financings on investments in real estate debtwas approximately $74.8 million below the outstanding principal balance.

The Company’s deferred charges include financing and leasing costs. Deferred financing costs include legal, structuring and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage notes are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments as interest expense. Deferred financing costs related to the Company’s revolving credit facility and its Unsecured line of credit (as defined below) are recorded as a component of Other assets on the Company’s Condensed Consolidated Balance Sheets and amortized over the term of the applicable financing agreement. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage commissions, are recorded as a component of Other assets on the Company’s Condensed Consolidated Balance Sheets and amortized over the life of the related lease.

The Company commences revenue recognition on its leases based on a number of factors, including the initial determination that the contract is or contains a lease. Generally, all of the Company’s contracts are, or contain leases, and therefore revenue is recognized when the lessee takes possession of or controls the physical use of the leased asset. In most instances this occurs on the lease commencement date. At the inception of a new lease, including new leases that arise from amendments, the Company assesses the terms and conditions of the lease to determine the proper lease classification.

The Company adopted the provisions of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and related ASUs subsequently issued (collectively, “ASC 842”) as of January 1, 2019. A lease is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee at the end of the lease term, (ii) the lessee has a purchase option that is reasonably expected to be exercised, (iii) the lease term is for a major part of the economic life of the leased property, (iv) the present value of the future lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the leased property, and (v) the leased property is of such a specialized nature that it is expected to have no future alternative use to the Company at the end of the lease term. If one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case it would be classified as a direct financing lease under certain circumstances in accordance with ASC 842.

The Company’s rental revenue primarily consists of fixed contractual base rent arising from tenant leases at the Company’s properties under operating leases. Revenue under operating leases that are deemed probable of collection, is recognized as revenue on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded in the Company’s Condensed Consolidated Balance Sheets. The Company’s hospitality revenue consists of room revenue and food and beverage revenue. Room revenue is recognized when the related room is occupied and other hospitality revenue is recognized when the service is rendered. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectability determination.

Certain of the Company’s contracts contain nonlease components (e.g., charges for management fees, common area maintenance, and reimbursement of third-party maintenance expenses) in addition to lease components (i.e., monthly rental charges). Services related to nonlease components are provided over the same period of time as, and billed in the same manner as, monthly rental charges. The Company elected to apply the practical expedient available under ASC 842, for all classes of assets, not to segregate the lease components from the nonlease components when accounting for operating leases. Since the lease component is the predominant component under each of these leases, combined revenues from both the lease and nonlease components are accounted for in accordance with ASC 842 and reported as Rental revenues in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

In connection with its investments, the Company has acquired assets subject to loan programs designed to encourage housing development. The proceeds from these loans are governed by restrictive covenants. For certain housing development loans, so long as the Company remains in compliance with the covenants and program requirements, the loans will be forgiven in equal annual installments until the loans are discharged in full. The Company treats these loans as deferred income and records them as a component of Other liabilities on the Company’s Condensed Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, deferred income related to these loans amounted to $4.8 million and $5.0 million, respectively. As the loan balances are reduced during the compliance period, the Company will record income associated with the discharge of the loans as a component of Other revenue on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). For the three months ended March 31, 2022 and 2021, Other revenue related to these loans amounted to $0.2 million and $0.2 million, respectively.

Organization costs are expensed as incurred and recorded as a component of General and administrative expenses on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and offering costs are charged to equity as such amounts are incurred.

The Advisor advanced $7.3 million of organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through December 21, 2019, the first anniversary of the date on which the proceeds from escrow were released. The Company reimburses the Advisor for all such advanced expenses ratably over a 60-month period, which commenced in January 2020. These organization and offering costs are recorded as a component of Due to affiliates on the Company’s Condensed Consolidated Balance Sheets as of March 31, ~~2018~~2022 and December 31, ~~2017.~~2021.

Starwood Capital, L.L.C. (the “Dealer Manager”), a registered broker-dealer affiliated with the Advisor, serves as the dealer manager for the Company’s public offerings. The Dealer Manager is entitled to receive selling commissions and dealer manager fees based on the transaction price of each applicable class of shares sold in the primary offering. The Dealer Manager is also entitled to receive a stockholder servicing fee based on the aggregate net asset value (“NAV”) of the Company’s outstanding Class T shares, Class S shares, and Class D shares.

The following table details the selling commissions, dealer manager fees, and stockholder servicing fees for each applicable share class as of March 31, 2022 and December 31, 2021:

For Class T shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.0% of the transaction price and upfront dealer manager fees of 0.5% of the transaction price, however such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. For Class S shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.5% of the transaction price. For Class D shares sold in the primary offering, investors will pay upfront selling commissions of up to 1.5% of the transaction price. Prior to February 4, 2020, 0 upfront selling commissions were paid on Class D shares.

The Dealer Manager is entitled to receive stockholder servicing fees of 0.85% per annum of the aggregate NAV for Class T shares and Class S shares. For Class T shares, such stockholder servicing fee includes an advisor stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV for the Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the advisor stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. The Class D shares will incur a stockholder servicing fee equal to 0.25% per annum of the aggregate NAV for the Class D shares. There is 0 stockholder servicing fee with respect to Class I shares.

The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Follow-on Public Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees received and all or a portion of the stockholder servicing fees to such selected dealers. The Company will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share sold in the primary offering at the end of the month in which the total selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder within such account would exceed 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer) of the gross proceeds from the sale of such share (including the gross proceeds of any shares issued under the Company’s distribution reinvestment plan with respect thereto). The Company will accrue the full cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold during the primary offering. As of March 31, 2022 and December 31, 2021, the Company had accrued $365.6 million and $291.5 million, respectively, of stockholder servicing fees related to shares sold and recorded such amount as a component of Due to affiliates on the Company’s Condensed Consolidated Balance Sheets.

The Company ~~intends to make an election~~elected to be taxed as a REIT under ~~Sections 856 through 860 of~~ the Internal Revenue Code ~~commencing~~(the “Code”), for federal income tax purposes, beginning with its taxable year ~~ending~~ended December 31, ~~for the year in which the proceeds from escrow are released. If~~2019. As long as the Company qualifies for taxation as a REIT, ~~the Company~~it generally will not be subject to U.S. federal corporate income tax ~~to the extent it distributes 90% of~~on its net taxable income that is currently distributed to its stockholders. ~~REITs are~~A REIT is subject to a number of ~~other~~ organizational and operational ~~requirements.~~requirements, including a requirement that it currently distributes at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders. If the Company fails to qualify as a REIT in a taxable year, without the benefit of certain relief provisions, it will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, it may also be subject to certain federal, state, and local taxes on its income and ~~property, and federal income and excise~~assets, including (1) taxes on any undistributed income, (2) taxes related to its ~~undistributed income.~~taxable REIT subsidiaries (“TRSs”) and (3) certain state or local income taxes.

~~Organization~~The Company has formed wholly owned subsidiaries to function as TRSs and ~~Offering Expenses~~filed TRS elections, together with such subsidiaries, with the Internal Revenue Service. In general, a TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate-related business other than management or operation of a lodging facility or a health care facility. The TRSs are subject to taxation at the federal, state and local levels, as applicable, at the regular corporate tax rates. The Company accounts for applicable income taxes by utilizing the asset and liability method. As such, the Company records deferred tax assets and liabilities for the future tax consequences resulting from the difference between the carrying value of existing assets and liabilities and their respective tax basis. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized.

For the three months ended March 31, 2022 and 2021, the Company recognized an income tax benefit of $0.1 million and income tax expense of ($0.1) million, respectively, within Other income, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of March 31, 2022 and December 31, 2021, the Company recorded a net deferred tax liability of $14.0 million primarily due to assumed capital gains from two European investments and $8.6 million primarily due to assumed capital gains from a European investment, respectively, within Other liabilities on the Company’s Condensed Consolidated Balance Sheets.

Basic net income (loss) per share is computed by dividing net income (loss) attributable to stockholders for the period by the weighted average number of common shares outstanding during the period. All classes of common stock are allocated net income (loss) at the same rate per share and receive the same gross distribution per share. Diluted income (loss) per share is computed by dividing net income (loss) attributable to stockholders for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is antidilutive) for the period. There are no common share equivalents outstanding that would have a dilutive effect and accordingly, the weighted average number of common shares outstanding is identical for the periods ended March 31, 2022 and 2021, for both basic and diluted shares. No adjustments were made to the denominator of the earnings per share for the three-month ended March 31, 2022 because the inclusion of non-controlling interest in the Operating Partnership would require that the share of Operating Partnership income attributable to such interests be added back to net income, therefore, resulting in no effect on earnings per share.

The restricted stock grants of Class I shares held by the Company’s independent directors are not considered to be participating securities because they do not contain non-forfeitable rights to distributions. As a result, there is no impact of these restricted stock grants on basic and diluted net loss per common share until the restricted stock grants have fully vested.

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions to GAAP requirements for modifications on debt instruments, leases, derivatives, and other contracts, related to the expected market transition from LIBOR, and certain other floating rate benchmark indices to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. The guidance in ASU 2020-04 is optional and may be elected over time, through December 31, 2022, as reference rate reform activities occur. Once ASU 2020-04 is elected, the guidance must be applied prospectively for all eligible contract modifications. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin

settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets.The Company has not adopted any of the optional expedients or exceptions as of March 31, 2022, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

During the three months ended March 31, 2022, the Company acquired interests in 3 properties, which were comprised of 2 industrial properties and 1 self-storage property. Additionally, the Company acquired 114 single-family rental homes.During the year ended December 31, 2021, the Company acquired interests in 244 properties, which were comprised of 151 multifamily properties, 60 industrial properties, 25 self-storage properties, 5 office buildings, and 3 other properties. Additionally, the Company acquired 2,595 single-family rental homes during the year ended December 31, 2021.

The following table provides details of the properties acquired during the three months ended March 31, 2022 ($ in thousands):

The following table summarizes the purchase price allocation for the properties acquired during the three months ended March 31, 2022 ($ in thousands):

The weighted-average amortization periods for the above-market lease intangibles, acquired in-place lease intangibles and below-market lease intangibles for the properties acquired during the three months ended March 31, 2022 were three years, five years and six years, respectively.

On March 13, 2019, the Company entered into a joint venture (the “Joint Venture”) to acquire a Fort Lauderdale hotel. The Company owns a 43% interest in the Joint Venture. The Joint Venture is accounted for using the equity method of accounting and is included in Investment in unconsolidated real estate venture in the Company’s Condensed Consolidated Balance Sheets. The Company’s investment in the Joint Venture totaled $11.4 million and $10.4 million as of March 31, 2022 and December 31, 2021, respectively. The Company’s income (loss) from its investment in the Joint Venture is presented in Income (loss) from unconsolidated real estate ventures on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and totaled $0.9 million and an insignificant amount for the three months ended March 31, 2022 and 2021, respectively.

The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities consisted of the following ($ in thousands):

	March 31, 2022			December 31, 2021
Intangible assets:⁽¹⁾
In-place lease intangibles	$	455,095		$	448,447
Above-market lease intangibles		40,188			36,696
Other		45,595			43,653
Total intangible assets		540,878			528,796
Accumulated amortization:
In-place lease amortization		(222,149	)		(144,663	)
Above-market lease amortization		(9,637	)		(7,718	)
Other		(9,540	)		(7,300	)
Total accumulated amortization		(241,326	)		(159,681	)
Intangible assets, net	$	299,552		$	369,115
Intangible liabilities: ⁽²⁾
Below-market lease intangibles	$	66,475		$	65,143
Total intangible liabilities		66,475			65,143
Accumulated amortization:
Below-market lease amortization		(11,645	)		(9,523	)
Total accumulated amortization		(11,645	)		(9,523	)
Intangible liabilities, net	$	54,830		$	55,620

The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter as of March 31, 2022 is as follows ($ in thousands):

The following tables detail the Company’s investments in real estate debt as of March 31, 2022 and December 31, 2021 ($ in thousands):

The majority of the Company’s investments in real estate securities consist of non-agency RMBS and CMBS.

The Company’s investments in real estate debt include CMBS collateralized by properties owned by Starwood-advised investment vehicles. The following table details the Company’s affiliate investments in real estate debt ($ in thousands):

Such CMBS were purchased in fully or over-subscribed offerings. Each investment in such CMBS by the Company represented a minority participation in any individual tranche. The Company acquired its minority participation interest from third-party investment banks on market terms negotiated by the majority third-party investors.

During the three months ended March 31, 2022, the Company recorded net unrealized losses on its investments in real estate securities of ($10.5) million. During the three months ended March 31, 2021, the Company recorded net unrealized losses on its investments in real estate securities of ($0.3) million. Such amounts are recorded as a component of Income (loss) from investments in real estate debt in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table is a summary of the mortgage notes and revolving credit facility secured by the Company’s properties as of March 31, 2022 and December 31, 2021 ($ in thousands):

					Principal Balance Outstanding ⁽³⁾
Indebtedness	Weighted Average Interest Rate ⁽¹⁾	Weighted Average Maturity Date⁽²⁾	Maximum Facility Size		March 31, 2022			December 31, 2021
Fixed rate loans
Fixed rate mortgages	3.00%	9/20/2030	N/A		$	3,105,544		$	3,110,689
Total fixed rate loans						3,105,544			3,110,689
Variable rate loans
Floating rate mortgages	L + 1.76%	2/11/2026	N/A			7,066,776			7,052,819
Variable rate revolving credit facility ⁽⁴⁾	L + 1.85%	12/1/2023	$	1,200,000		1,190,683			1,190,683
Total variable rate loans						8,257,459			8,243,502
Total loans secured by the Companyʾs properties						11,363,003			11,354,191
Deferred financing costs, net						(76,661	)		(80,410	)
Premium on assumed debt, net						598			630
Mortgage notes and revolving credit facility, net					$	11,286,940		$	11,274,411

The following table presents the future principal payments under the Company’s mortgage notes and revolving credit facility as of March 31, 2022 and for loans where the Company, at its own discretion, has extension options, the maximum maturity date has been assumed ($ in thousands):

Pursuant to lender agreements for certain of the Company’s mortgages, the Company has the ability to draw $86.6 million for leasing commissions and tenant and building improvements.

The Company’s mortgage notes and revolving credit facility may contain customary events of default and covenants, including limitations on liens and indebtedness and maintenance of certain financial ratios. The Company is not aware of any instance of noncompliance with financial covenants as of March 31, 2022.

Secured financings on investments in real estate debt are treated as collateralized financing transactions and are carried at their contractual amounts, including accrued interest, as specified in the respective agreements. Although structured as a sale and repurchase obligation, a secured financing on investments in real estate debt operates as a financing under which securities are pledged as collateral to secure a short-term loan equal in value to a specified percentage of the market value of the pledged collateral. While used as collateral, the Company retains beneficial ownership of the pledged collateral, including the right to distributions. At the maturity of a secured financing on investments in real estate debt, the Company is required to repay the loan and concurrently receive the pledged collateral from the lender or, with the consent of the lender, renew such agreement at the then-prevailing financing rate.

Interest rates on these borrowings are determined based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the borrowing at which time the Company may enter into a new borrowing arrangement at prevailing market rates with the same counterparty or repay that counterparty and negotiate financing with a different counterparty.

The fair value of financial instruments pledged as collateral on the Company’s secured financings on investments in real estate debt disclosed in the tables below represents the Company’s fair value of such instruments, which may differ from the fair value assigned to the collateral by its counterparties.

During February 2021, the Company entered into a repurchase agreement with Barclays Bank PLC in order to finance its term loan investment (the “Barclays RA”). Effective February 15, 2022, the reference rate for the calculation of interest transitioned from the three–month U.S. dollar-denominated LIBOR to the Sterling Overnight Index Average (“SONIA”). The Barclays RA interest rate is now equal to the SONIA daily non-cumulative EFR rate plus a spread.

For financial statement purposes, the Company does not offset its secured financings on investments in real estate debt and securities lending transactions because the conditions for netting as specified by GAAP are not met. Although not offset on the Company’s Condensed Consolidated Balance Sheets, these transactions are summarized in the following tables ($ in thousands):

On December 16, 2020, the Company entered into an unsecured line of credit (the “Line of Credit”) for $100 million with multiple banks. During July 2021 additional banks were added under the Line of Credit, and the total borrowing capacity was increased to $450 million. The Line of Credit expires on December 16, 2023, at which time the Company may request additional one-year extensions thereafter. Interest under the Line of Credit is determined based on one-month U.S. dollar-denominated LIBOR plus 3.0%. The repayment of the Line of Credit is guaranteed by the Company. There were 0 outstanding borrowings and $375 million outstanding on the line of credit as of March 31, 2022 and December 31, 2021, respectively.

The following table summarizes the components of Other liabilities ($ in thousands):

The Company is authorized to issue preferred stock and 4 classes of common stock consisting of Class T shares, Class S shares, Class D shares, and Class I shares. The Company’s board of directors has the ability to establish the preferences and rights of each class or series of preferred stock, without stockholder approval, and as such, it may afford the holders of any series or class of preferred stock preferences, powers and rights senior to the rights of holders of common stock. The differences among the common share classes relate to upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. See Note 2 for a further description of such items. Other than the differences in upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, each class of common stock is subject to the same economic and voting rights.

On May 10, 2021, the Company amended its charter to increase the number of shares of stock that the Company has authority to issue to 3,100,000,000 shares, consisting of 3,000,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class T common stock, 1,000,000,000 of which are classified as Class S common stock, 500,000,000 of which are classified as Class D common stock and 1,000,000,000 of which are classified as Class I common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share. Prior to the amendment, the Company had authority to issue 1,100,000,000 shares, consisting of 1,000,000,000 shares of common stock, $0.01 par value per share, 250,000,000 of which were classified as Class T common stock, 250,000,000 of which were classified as Class S common stock, 250,000,000 of which were classified as Class D common stock and 250,000,000 of which were classified as Class I common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share.

As of March 31, 2022, the Company had the authority to issue 3,100,000,000 shares of capital stock, consisting of the following:

The following table details the movement in the Company’s outstanding shares of common stock:

The Company has adopted a share repurchase plan whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of their shares. Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other illiquid investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Company’s board of directors may modify and suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its stockholders. In addition, the total amount of shares that the Company will repurchase is limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) is no more than 2% of its aggregate NAV as of the last day of the previous calendar month and, in any calendar quarter, to shares whose aggregate value is no more than 5% of its aggregate NAV as of the last day of the previous calendar quarter. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.

For the three months ended March 31, 2022, the Company repurchased 1,818,965 shares of common stock representing a total of $47.0 million. The Company had no unfulfilled repurchase requests as of March 31, 2022.

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.

Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the aggregate distributions declared for each applicable class of common stock for the three months ended March 31, 2022:

In connection with its performance participation interest, the Special Limited Partner holds Class I units in the Operating Partnership. See Note 11 for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class I units for cash, at its election, the Company has classified these Class I units as Redeemable non-controlling interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets. The Redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. As the redemption value was greater than the adjusted carrying value at March 31, 2022, the Company recorded an allocation adjustment of $12.4 million between Additional paid-in capital and Redeemable non-controlling interest.

The following table summarizes the Redeemable non-controlling interest activity for the three months ended March 31, 2022 and 2021 ($ in thousands):

On March 11, 2022, the Company acquired floating rate CMBS bonds related to Starwood Capital and a third party for $109.2 million, secured by 111 lodging properties.

The Advisor is entitled to an annual management fee equal to 1.25% of the Company’s NAV, payable monthly as compensation for the services it provides to the Company. The management fee can be paid, at the Advisor’s election, in cash, shares of common stock, or Operating Partnership units. During the three months ended March 31, 2022 and 2021, the Company incurred management fees of $34.2 million and $7.4 million, respectively.

To date, the Advisor has ~~agreed~~elected to ~~advance~~receive the management fee in shares of the Company’s common stock. For the three months ended March 31, 2022, the Company issued 824,691 unregistered Class I shares to the Advisor as payment for the management fee and also had a payable of $12.4 million related to the management fee as of March 31, 2022, which is included in Due to affiliates on the Company’s Condensed Consolidated Balance Sheets. During April 2022, the Advisor was issued 457,388 unregistered Class I shares as payment for the $12.4 million management fee accrued as of March 31, 2022. The shares issued to the Advisor for payment of the management fee were issued at the applicable NAV per share at the end of each month for which the fee was earned.

Additionally, the Special Limited Partner, an affiliate of the Advisor, holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation of the Operating Partnership’s total return to its capital account. Total return is defined as distributions paid or accrued plus the change in NAV. Under the Operating Partnership agreement, the annual total return will be allocated solely to the Special Limited Partner after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Special Limited Partner and all other unit holders is equal to 12.5% and 87.5%, respectively. Thereafter, the Special Limited Partner will receive an allocation of 12.5% of the annual total return. The annual distribution of the performance participation interest will be paid in cash or Class I units of the Operating Partnership, at the election of the Special Limited Partner. During the three months ended March 31, 2022 and 2021, the Company recognized $87.1 million and $8.7 million, respectively, of performance participation allocation in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The performance participation interest allocation for 2021 became payable on December 31, 2021 and, in January 2022, the Company caused the Operating Partnership to issue 7,872,930 Class I units in the Operating Partnership to the Special Limited Partner as

payment for the performance participation interest allocation for 2021. Such Class I units were issued at the NAV per unit as of December 31, 2021.

The following table details the components of Due to affiliates ($ in thousands):

As described in Note 2, the Company accrues the full amount of the future stockholder servicing fees payable to the Dealer Manager for Class T, Class S, and Class D shares up to the 8.75% limit at the time such shares are sold. As of March 31, 2022 and December 31, 2021, the Company has accrued $365.6 million and $291.5 million, respectively, of stockholder servicing fees payable to the Dealer Manager related to the Class T, Class S shares and Class D shares sold. The Dealer Manager has entered into agreements with the participating broker dealers distributing the Company’s shares in the public offerings, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fee and all or a portion of the stockholder servicing fees received by the Dealer Manager to such participating broker dealers.

The Advisor and its affiliates incurred $7.3 million of organization and offering costs in connection with the ~~Company (including legal, accounting, and other expenses attributable to the organization, but excluding~~Initial Public Offering (excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) ~~through the first anniversary~~on behalf of the ~~date on which escrow~~Company through December 21, 2019. Such amount is ~~released. The Company will reimburse~~being reimbursed to the Advisor ~~for all such advanced expenses~~ ratably over a 60 ~~month period following the first anniversary of the date escrow is released.~~months, which commenced in January 2020.

As of March 31, ~~2018~~2022 and December 31, ~~2017,~~2021, the Advisor ~~and its affiliates have incurred organization and offering expenses on the Company’s behalf of~~had advanced approximately ~~$3.6~~$0.1 million and ~~$3.0~~$0.1 million, respectively. These organization and offering expenses are not recorded in the accompanying consolidated balance sheets because such costs are not the Company’s liability until the date on which the escrow is released. When recorded by the Company, organizational expenses will be expensed as incurred, and offering expenses will be charged to stockholders’ equity. Any amount due to the Advisor but not paid will be recognized as a liability on the balance sheet.

The Company has adopted a distribution reinvestment plan whereby stockholders (other than clients of participating broker-dealers and residents of certain states that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, North Carolina, New Jersey, Ohio, Oregon and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued under the distribution reinvestment plan.

The Company has adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 95% of the transaction price. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the Company may modify, suspend or terminate the share repurchase plan.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606).” Beginning January 1, 2018, companies will be required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also includes additional disclosure requirements. The Company has adopted this pronouncement as of January 1, 2018 and will apply this guidance to its consolidated financial statements once significant operations commence.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require organizations that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on their balance sheet. Additional disclosure regarding a company’s leasing activities will also be expanded under the new guidance. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and requires a modified retrospective transition. The Company will assess the potential impact of this pronouncement on its consolidated financial statements from both a lessor and lessee standpoint once significant operations commence.

~~During the period January 1, 2018 through March 31, 2018, the Advisor has advanced $364~~respectively, of expenses on the Company’s behalf for ~~other~~general corporate ~~services.~~expenses provided by unaffiliated third parties. Such ~~amount is reflected as Due~~amounts (incurred prior to ~~affiliates~~2019) are being reimbursed to the Advisor ratably over a 60 month period, which commenced in January 2020.

For the three months ended March 31, 2022 and the year ended December 31, 2021, the Advisor had incurred approximately $5.0 million and $6.7 million, respectively, of expenses on the ~~consolidated balance sheets as of March 31, 2018.~~

~~Pursuant~~Company’s behalf for general corporate expenses. Such amounts are being reimbursed to the ~~advisory agreement dated December 15, 2017, between the Company and the~~ Advisor (the “Advisory Agreement”), the Advisor is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets,one month in ~~accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors.~~arrears.

Certain affiliates of the Company, including the Advisor, will receive fees and compensation in connection with the offering and ongoing management of the assets of the Company. The Advisor will be paid a management fee equal to 1.25% of NAV per annum, payable monthly. The management fee will be paid, at the Advisor’s election, in cash or Class I shares or Class I units of the Operating Partnership.Accrued affiliate service provider expenses

The Company ~~may retain certain of the Advisor’s affiliates for necessary services relating~~has engaged and expects to the Company’s investments or its operations, including any administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services relatedcontinue to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title or other types of insurance, management consulting and other similar operational matters. Any such arrangements will be at market terms and rates. As of March 31, 2018 and December 31, 2017, the Company has not retainedengage Highmark Residential (formerly Milestone Management), a portfolio company owned by an affiliate of the ~~Advisor~~Sponsor, to provide property management services (including leasing, revenue management, accounting, legal and contract management, expense management, and capital expenditure projects and transaction support services) for ~~any such services.~~

The Special Limited Partner holds an interest in the Operating Partnership that entitles it to receive performance participation distributions in the form of cash (or Operating Partnership interests at its election) from the Operating Partnership equal to 12.5% of the annual Total Return, subject to a 5% annual Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined in the Operating Partnership limited partnership agreement). Such payment will be made annually. The Special Limited Partner had not earned a performance participation interest as of March 31, 2018 and December 31, 2017.

In addition, Starwood Capital, L.L.C. (the “Dealer Manager”) will serve as the dealer manager for the Offering pursuant to an agreement (the “Dealer Manager Agreement”) with the Company. The Dealer Manager is a registered broker-dealer affiliated with the Advisor.

The Dealer Manager will be entitled to receive upfront selling commissions of up to 3.0%, and dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering. The Dealer Manager will be entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Dealer Manager will also receive a stockholder servicing fee of 0.85%, 0.85% and 0.25% per annum of the aggregate NAV of the Company’s outstanding Class T shares, Class S shares and Class D shares, respectively. The Dealer Manager anticipates that all or a portion of the ~~upfront selling commissions~~Company’s multifamily properties. The cost for such services is a percentage of the gross receipts and project costs respectively (which will be reviewed periodically and adjusted if appropriate), plus actual costs allocated for transaction support services. During the three months ended March 31, 2022 and 2021, the Company has incurred approximately $2.8 million and $1.3 million, respectively, of expenses due to Highmark Residential services in connection with its investments and such amount is included in Property operating expenses on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has engaged Rinaldi, Finkelstein & Franklin L.L.C. (“RFF”), a law firm owned and controlled by Ellis F. Rinaldi, Co-General Counsel and Senior Managing Director of the Sponsor and certain of its affiliates, to provide corporate legal support services

to the Company. During the three months ended March 31, 2022 and 2021, the amounts incurred for services provided by RFF were $0.2 million and $0.1 million, respectively.

The Company has engaged Essex Title, LLC (“Essex”), a title agent company majority owned by the Sponsor. Essex acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the Company, Starwood Capital and its affiliates and third parties. Essex focuses on transactions in rate-regulated states where the cost of title insurance is non-negotiable. Essex will not perform services in non-regulated states for the Company, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a third party is paying all or a material portion of the ~~stockholder servicing~~premium or (iv) when providing only support services to the underwriter. Essex earns fees, ~~will be retained by or~~which would have otherwise been paid to ~~participating broker dealers. The Company will cease paying the stockholder servicing fee~~third parties, by providing title agency services and facilitating placement of title insurance with respect to any Class T shares, Class S shares or Class D shares held in a stockholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer at the time such Class T shares were issued) of the gross proceedsunderwriters. Starwood receives distributions from the sale of such shares (including the gross proceeds of any shares issued under the Company’s distribution reinvestment plan with respect thereto). The Company will accrue the cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold during the primary offering. There will not be a stockholder servicing fee with respect to Class I shares. Subject to the terms of the Dealer Manager Agreement, the Company’s obligations to pay stockholder servicing fees with respect to the Class T, Class S and Class D shares distributed in the Offering shall survive until such shares are no longer outstanding (including because such shares converted into Class I shares).

In addition, the Company will cease paying the stockholder servicing fee on the Class T shares, Class S shares and Class D shares (and such shares will convert into Class I shares) on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets, in each case in a transaction in which the Company’s stockholders receive cash or securities listed on a national securities exchange or (iii) the date on which, in the aggregate, underwriting compensation from all sourcesEssex in connection with investments by the ~~Offering, including upfront selling commissions, dealer manager fees,~~Company based on its equity interest in Essex. In each case, there will be no related offset to the ~~stockholder servicing fee~~Company. During the three months ended March 31, 2022 and ~~other underwriting compensation, is equal~~2021, the amounts incurred for services provided by Essex were $1.1 million and 0 expenses, respectively.

The Company engaged Starwood Retail Partners to ~~10%~~provide leasing and legal services for any retail properties we acquire. During the three months ended March 31, 2022 and 2021, the Company incurred $0.0 million and 0 expenses, respectively.

The Company has engaged Starwood’s affiliated Luxembourg office for accounting and administrative matters relating to certain European investments. During the three months ended March 31, 2022 and 2021, the amounts incurred for services provided were $0.3 million and 0 expenses, respectively.

The Company has incurred legal expenses from third party law firms whose lawyers have been seconded to affiliates of Starwood Capital for the ~~gross proceeds from~~purpose of providing legal services in Europe to investment vehicles sponsored by Starwood Capital. During the ~~Company’s primary offering.~~three months ended March 31, 2022 and 2021, the amounts incurred for services provided were $0.1 million and 0 expenses, respectively.

The Company will be dependent on the Advisor and its affiliates for certain services that are essential to it, including the sale of the Company’s shares of common stock, acquisition and disposition decisions, and certain other responsibilities. In the event that the Advisor and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.

As of March 31, ~~2018~~2022 and December 31, ~~2017,~~2021, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it.

As of May 10, 2022, the Company has a financing commitment of approximately $1.0 billion for an acquisition by a third party. In addition, the Company had a remaining funding commitment to one of its consolidated joint ventures of approximately $167.2 million.

Certain of the Company’s investments in real estate are subject to a ground lease. The Company’s ground leases are classified as operating leases based on the characteristics of the respective lease. The ground leases were acquired as part of the acquisition of real estate and 0 incremental costs were incurred for such ground leases. The Company’s ground leases are non-cancelable and do not contain any additional renewal options.

The following table presents the future lease payments due under the Company’s ground leases as of March 31, 2022 ($ in thousands):

The Company utilized its incremental borrowing rate, which was between 4.5% and 6% to determine its lease liabilities. As of March 31, 2022, the weighted average remaining lease term of the Company’s operating leases were 38 years.

Payments under the Company’s ground leases contain fixed payment components. The Company’s ground leases contained escalations prior to the Company’s hold period.

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s multifamily, single-family rental, industrial, office, self-storage and other properties. Leases at the Company’s industrial, office and other properties generally include a fixed base rent and certain leases also contain a variable component. The variable component of the Company’s operating leases at its industrial, office and other properties primarily consist of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs.

Leases at the Company’s industrial, office and other properties are generally longer term and may contain extension and termination options at the lessee’s election. The Company’s rental revenue earned from leases at the Company’s multifamily, single-family rental and self-storage properties primarily consists of a fixed base rent and certain leases contain a variable component that allows for the pass-through of certain operating expenses such as utilities. Leases at the Company’s multifamily, single-family rental and self-storage properties are short term in nature, generally not greater than 12 months in length.

The following table summarizes the fixed and variable components of the Company’s operating leases ($ in thousands):

The following table presents the undiscounted future minimum rents the Company expects to receive for its industrial, office and other properties ($ in thousands) as of March 31, 2022. Leases at the Company’s multifamily, single-family rental and self-storage properties are short term, generally 12 months or less, and are therefore not included.

The Company operates in 7 reportable segments: Multifamily properties, Single-Family Rental properties, Industrial properties, Office properties, Self-Storage properties, Other properties and Investments in real estate debt. Effective January 1, 2022, the Hospitality properties and Medical Office properties have been combined within the Other segment and previous amounts have been recasted. The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.

The following table sets forth the financial results by segment for the three months ended March 31, 2022 ($ in thousands):

	Multifamily				Single-Family Rental				Industrial				Office				Self-Storage				Other			Investments in Real Estate Debt		Total
Revenues:
Rental revenue	$		215,683		$		16,466		$		36,434		$		33,324		$		6,007		$	9,456		$	—	$	317,370
Other revenue			1,160				—			—					105				—			12,010			—		13,275
Total revenues			216,843				16,466				36,434				33,429				6,007			21,466			—		330,645
Expenses:
Property operating			90,936				6,014				10,685				12,916				2,016			10,431			—		132,998
Total segment expenses			90,936				6,014				10,685				12,916				2,016			10,431			—		132,998
Income from unconsolidated real estate ventures		—					—			—				—				—				929			—		929
Income from investments in real estate debt		—				—				—				—				—				—			2,821		2,821
Segment net operating income	$		125,907		$		10,452		$		25,749		$		20,513		$		3,991		$	11,964		$	2,821	$	201,397
Depreciation and amortization	$		(164,534	)	$		(11,362	)	$		(21,276	)	$		(16,351	)	$		(3,693	)	$	(7,543	)	$	—	$	(224,759	)

General and administrative																											(8,417	)
Management fees																											(34,155	)
Performance participation allocation																											(87,126	)
Interest expense																											(77,869	)
Other income, net																											257,294
Net income																										$	26,365
Net income attributable to non- controlling interests in consolidated joint ventures																											(923	)
Net income attributable to non- controlling interests in Operating Partnership																											(582	)
Net income attributable to stockholders																										$	24,860

The following table sets forth the financial results by segment for the three months ended March 31, 2021 ($ in thousands):

	Multifamily			Industrial			Office			Other			Real Estate- Related Securities		Total
Revenues:
Rental revenue	$	54,379		$	10,579		$	29,569		$	3,580		$	—	$	98,107
Other revenue		555			—			49			7,040			—		7,644
Total revenues		54,934			10,579			29,618			10,620			—		105,751
Expenses:
Property operating		23,030			2,919			10,918			6,013			—		42,880
Total segment expenses		23,030			2,919			10,918			6,013			—		42,880
Loss from unconsolidated real estate ventures		—			—			—			(22	)		—		(22	)
Income from investments in real estate-related securities, net		—			—			—			—			8,794		8,794
Segment net operating income	$	31,904		$	7,660		$	18,700		$	4,585		$	8,794	$	71,643
Depreciation and amortization	$	(29,247	)	$	(6,063	)	$	(15,167	)	$	(4,319	)	$	—	$	(54,796	)

General and administrative																(2,706	)
Management fees																(7,420	)
Performance participation allocation																(8,708	)
Interest expense																(25,549	)
Other income, net																7,405
Net loss															$	(20,131	)
Net loss attributable to non- controlling interests in consolidated joint ventures																21
Net loss attributable to non- controlling interests in Operating Partnership																221
Net loss attributable to stockholders															$	(19,889	)

Subsequent to March 31, 2022, the Company acquired an aggregate of $3.5 billion of investments in real estate, exclusive of closing costs and related working capital, across 9 separate transactions and was financed with approximately $2.0 billion of property level financing.

Subsequent to March 31, 2022, the Company received net proceeds of $1.3 billion from the issuance of its common stock in its public offering.

References herein to ~~"Starwood~~“Starwood Real Estate Income Trust, Inc.", ~~"Company," "we," "us,"~~” “Company,” “we,” “us,” or ~~"our"~~“our” refer to Starwood Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this ~~quarterly report~~Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under ~~"Item~~Item 1A. Risk ~~Factors"~~Factors in our Annual Report on Form 10-K filed with the ~~SEC~~Securities and Exchange Commission (the “SEC”) on March ~~30, 2018~~28, 2022 and elsewhere in this ~~quarterly report~~Quarterly Report on Form 10-Q. We do not undertake to revise or update any forward-looking statements.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about our business, including, in particular, statements about our plans, strategies and objectives. ~~You~~Forward-looking statements can generally ~~identify forward-looking statements~~be identified by our use of forward-looking terminology such as ~~"may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue"~~“may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and ~~uncertainties.~~uncertainties, including risks related to the COVID-19 pandemic. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control.

Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. ~~Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Form 10-Q.~~ In light of the significant uncertainties inherent in these forward looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.

You should carefully review Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021, and elsewhere in this Quarterly Report on Form 10-Q for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We were formed on June 22, 2017 as a Maryland corporation to invest primarily in stabilized, income-oriented commercial real estate and debt secured by commercial real estate. Our portfolio is principally ~~will be~~ comprised of ~~properties, and debt secured by~~ properties located in the United ~~States but may also be diversified on~~States; however, we own a ~~global basis through~~small number of investments ~~in properties and debt secured by properties,~~located outside of the United States ~~with~~and primarily in Europe. To a ~~focus on Europe.~~lesser extent, we invest in real estate debt, including loans secured by real estate and real estate-related securities. We are an externally advised, perpetual-life ~~REIT and intend to qualify as a REIT for federal income tax purposes.~~REIT. We ~~plan to~~ own all or substantially all of our assets through the Operating Partnership, of which we are the sole general partner. We and the Operating Partnership are externally managed by the Advisor.

Our board of directors ~~will~~has at all times ~~have ultimate~~ oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure. Pursuant to an advisory agreement among the ~~Advisory Agreement, however,~~Advisor, the Operating Partnership and us (the “Advisory Agreement”), we have delegated to the Advisor the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our board of directors.

We have elected to be taxed as a REIT under the Code for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 2019. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

On ~~July 13,~~December 27, 2017, we were capitalized with a $200,000 investment by Starwood Real Estate Income Holdings, L.P., a wholly-owned subsidiary of the Sponsor. As of March 31, 2018, we had neither engaged in any principal operations nor generated any revenues. Our entire activity since inception through March 31, 2018 was to prepare forcommenced our Initial Public Offering ~~(defined below). We have registered with the SEC an offering (the “Offering”)~~ of up to $5.0 billion in shares of our common stock. On June 2, 2021, our Initial Public Offering terminated and we commenced our Follow-on Public Offering of up to $10.0 billion in shares of common stock, consisting of up to $8.0 billion in shares in our primary offering and up to $2.0 billion in shares pursuant to our distribution reinvestment plan. On February 11, 2022, in accordance with the terms of the Follow-on Public Offering, we reallocated $1,700,000,000 in shares from our distribution reinvestment plan to our primary offering, and as a result, we are now offering up to $9,700,000,000 in shares in our primary offering and up to $300,000,000 in shares pursuant to our distribution reinvestment plan. We are selling in the Follow-on Public Offering any combination of four classes of shares of our common stock, with a dollar value up to the maximum aggregate amount. We intend to continue selling shares in the Follow-on Public Offering on a monthly basis.

On February 8, 2022, we filed a Registration Statement on Form S-11 (File No. 333-262589) for a second follow-on public offering of up to $18.0 billion in shares of our common stock (in any combination of purchases of Class T, Class S, Class D and Class I shares of our common stock), consisting of up to ~~$4.0~~$16.0 billion in shares of common stock in our primary offering and up to ~~$1.0~~$2.0 billion in shares of common stock pursuant to our distribution reinvestment ~~plan pursuant to a~~plan. The Registration Statement on Form S-11 (File No. 333-220997). All offering proceeds will be placed in escrow and such escrow period will conclude no earlier than when we receive purchase orders for at least the minimum offering amount of $150 million (including purchase orders by Starwood Capital, its affiliates and our directors and officers, which purchases arehas not ~~limited in amount) and our board of directors determines to authorize the release of the escrowed funds.~~yet been declared effective.

As of ~~March 31, 2018,~~May 10, 2022, we had ~~not entered into any arrangements to acquire any properties, debt or real estate-related securities with~~received net proceeds of $11.1 billion from the sale of our common stock through our public offerings. We have contributed the net proceeds from our public offerings to the ~~Offering.~~Operating Partnership in exchange for a corresponding number of Class T, Class S, Class D and Class I units. The ~~number~~Operating Partnership has primarily used the net proceeds to make investments in real estate and ~~type~~real estate debt as further described below under “Portfolio.”

The COVID-19 pandemic has brought, and continues to bring, unprecedented challenges to businesses and economies around the world. Although the U.S. Food and Drug Administration has approved certain therapies and vaccines fully and for emergency use and distribution to the public, there remain uncertainties as to the public’s willingness to receive the vaccine in sufficient numbers and the overall efficacy of ~~properties, debt~~the vaccines as new strains of COVID-19 have been discovered, and the level of resistance these new strains have to the existing vaccines remains unknown. The pandemic and public and private responses to the pandemic may lead to deterioration of economic conditions, which could materially affect our or ~~real estate-related securities that we acquire~~our tenants’ performance, financial condition, results of operations, and cash flows. The extent to which the coronavirus impacts our investments and operations will depend ~~upon real estate~~on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, the impact of new variants of the coronavirus, new information that may emerge concerning the severity of the coronavirus and the actions taken to contain the coronavirus or treat its impact, among others.

Economic uncertainty remains high associated with supply chain and labor shortage concerns, rising inflationary concerns, market ~~conditions,~~volatility, rising oil prices and other geopolitical risks arising from the ~~amount~~Russia-Ukraine conflict and additional COVID-19 variants. The uncertainty of ~~proceeds we raise~~the economy as it is recovering from the pandemic, combined with other factors including, but not limited to, the Russia-Ukraine conflict, inflation, labor shortages and supply chain disruption, could, despite improvements in the ~~Offering~~first quarter of 2022, again destabilize the financial markets and geographies in which we operate.

As the COVID-19 pandemic has evolved from its emergence in early 2020, so has its global impact. Many countries have at times re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel and in some cases have at times limited operations of certain businesses and taken other ~~circumstances existing at~~restrictive measures designed to help slow the spread of COVID-19 and its variants. Certain governments and businesses have also instituted vaccine mandates and testing requirements for employees. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries. Moreover, with the potential for new strains of COVID-19 to emerge, governments and businesses may re-impose aggressive measures to help slow its spread in the future. For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess.

~~time~~Our operating results depend, in large part, on revenues derived from leasing to residential and commercial tenants and the ability of our tenants to earn sufficient income to pay their rents in a timely manner. While we have performed relatively well in this regard, the rapid development and fast-changing nature of the COVID-19 pandemic creates many unknowns that could have a future material impact on us. Its duration and severity, the extent of the adverse health impact on the general population and governmental measures implemented to prevent its spread and cushion the economic impact on consumers, are ~~acquiring such assets. We are not aware~~among the unknowns. These, among other items, will likely impact the economy, the unemployment rate and our operations and could materially affect our future consolidated results of ~~any~~operations and overall performance.

For additional discussion with respect to the potential impact of the COVID-19 pandemic on our liquidity and capital resources see “—Liquidity and Capital Resources” below.

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as Part II, Item 1A. Risk Factors elsewhere in this Quarterly Report on Form 10-Q for additional disclosure relating to material trends or uncertainties ~~favorable or unfavorable, other than national economic conditions affecting~~that may impact our business.

The following chart outlines the percentage of our assets across investments in real estate, ~~generally, that may be reasonably anticipated to have a material impact~~investments in real estate securities and investments in real estate loan based on ~~either capital resources or~~fair value as of March 31, 2022:

The following charts further describe the ~~revenues or income to be derived from acquiring properties or~~composition of our investments in real estate and investment in real estate loan based on fair value as of March 31, 2022:

⁽²⁾Includes our direct property investments, our unconsolidated investment and our term loan.

⁽³⁾Geography weighting includes our term loan and excludes our equity in public real estate-related ~~securities, other than those referred to~~companies and real estate-related securities.

Investments in ~~the latest prospectus for the Offering (File No. 333-220997).~~

As of March 31, ~~2018,~~2022, we ~~were~~had acquired 391 real estate properties and one investment in an unconsolidated real estate venture. The following table provides a summary of our ~~organizational period and had not commenced significant operations. We are dependent upon the proceeds from the Offering~~portfolio as of March 31, 2022 ($ in ~~order to conduct~~thousands):

The following table provides information regarding our ~~investment activities. We intend to make investments with the capital received from the Offering and any indebtedness that we may incur in connection with our investment activities.~~portfolio of real estate properties as of March 31, 2022:

~~Our registration statement was declared effective by the SEC on December 27, 2017.~~

Segment and Investment	Number of Properties	Location	Acquisition Date	Ownership Interest ⁽¹⁾	Sq. Feet (in millions) / Number of Units/Keys		Occupancy⁽²⁾
Multifamily:
Florida Multifamily Portfolio	4	Jacksonville/Naples, FL	January 2019	100%		1,150	97%
Phoenix Property	1	Mesa, AZ	January 2019	100%		256	93%
Savannah Property	1	Savannah, GA	January 2019	100%		203	92%
Concord Park Apartments	1	Fort Meade, MD	July 2019	100%		335	96%
Columbus Multifamily	4	Columbus, OH	September/October 2019	96%		1,012	95%
Cascades Apartments	1	Charlotte, NC	October 2019	100%		570	95%
Thornton Apartments	1	Alexandria, VA	October 2019	100%		439	95%
Exchange on Erwin	1	Durham, NC	November 2019	100%		265	94%
The Griffin	1	Scottsdale, AZ	December 2019	100%		277	91%
Avida Apartments	1	Salt Lake City, UT	December 2019	100%		400	94%
Southeast Affordable Housing Portfolio	22	Various	Various 2020	100%		4,384	97%
Highlands Portfolio	3	Columbus, OH	June 2020	96%		599	95%
The Baxter Decatur	1	Atlanta, GA	August 2020	100%		290	93%
Florida Affordable Housing Portfolio II	4	Jacksonville, FL	October 2020	100%		958	98%
Mid-Atlantic Affordable Housing Portfolio	28	Various	October 2020	100%		3,660	98%
Acadia	1	Ashburn, VA	December 2020	100%		630	94%
Kalina Way	1	Salt Lake City, UT	December 2020	100%		264	97%
Southeast Affordable Housing Portfolio II	9	DC, FL, GA, MD, SC, VA	May 2021	100%		1,642	99%
Azalea Multifamily Portfolio	17	TX, FL, NC, MD, TN, GA	June/July 2021	100%		5,620	96%
Keystone Castle Hills	1	Dallas, TX	July 2021	100%		690	94%
Greater Boston Affordable Portfolio	5	Boston, MA	August/September 2021	98%		842	99%
Columbus Preferred Portfolio	2	Columbus, OH	September 2021	96%		400	98%
The Palmer Dadeland	1	Dadeland, FL	September 2021	100%		844	95%
Seven Springs Apartments	1	Burlington, MA	September 2021	100%		331	98%
Maison’s Landing	1	Taylorsville, UT	September 2021	100%		492	92%
Sawyer Flats	1	Gaithersburg, MD	October 2021	100%		648	96%
Raleigh Multifamily Portfolio	6	Raleigh, NC	November 2021	95%		2,291	94%
SEG Multifamily Portfolio	62	Various	November 2021	100%		15,460	96%
South Florida Multifamily Portfolio	3	Various	November 2021	95%		1,150	94%
Florida Affordable Housing Portfolio III	16	Various	November 2021	100%		2,660	99%
Central Park Portfolio	9	Denver, CO	December 2021	100%		1,445	94%
National Affordable Housing Portfolio	17	Various	December 2021	100%		3,264	97%
Total Multifamily	227					53,471
Single-Family Rental:
Single-Family Rental Joint Venture	N/A ⁽³⁾	Various	Various	95%		406	99%
Sun Belt Single-Family Rental Portfolio	N/A ⁽⁴⁾	Various	December 2021	100%		2,302	92%
Total Single-Family Rental	N/A ^{(3) (4)}					2,708
Industrial:
Midwest Industrial Portfolio	33	IL, IN, OH, WI	November 2019	95%		4.07	100%
Airport Logistics Park	6	Nashville, TN	September 2020	100%		0.40	100%
Marshfield Industrial Portfolio	4	Baltimore, MD	October 2020	100%		1.33	100%
Denver/Boulder Industrial Portfolio	16	Denver, CO	April 2021	100%		1.68	100%
Independence Industrial Portfolio	6	Houston, TX	April 2021	100%		2.33	100%
Reno Logistics Portfolio	19	Reno, NV	May 2021	100%		3.14	99%
Northern Italy Industrial Portfolio	4	Northern Italy	August 2021	100%		0.75	100%
Southwest Light Industrial Portfolio	15	AZ, NV	September 2021	100%		2.48	98%
Norway Logistics Portfolio	2	Oslo, Norway	February 2022	100%		0.37	100%
Total Industrial	105					16.55
Office:

Segment and Investment	Number of Properties	Location	Acquisition Date	Ownership Interest ⁽¹⁾	Sq. Feet (in millions) / Number of Units/Keys		Occupancy⁽²⁾
Florida Office Portfolio	11	Jacksonville, FL	May 2019	97%		1.27	81%
Columbus Office Portfolio	1	Columbus, OH	October 2019	96%		0.32	100%
Nashville Office	1	Nashville, TN	February 2020	100%		0.36	100%
60 State Street	1	Boston, MA	March 2020	100%		0.91	95%
Stonebridge	3	Atlanta, GA	February 2021	100%		0.46	91%
M Campus	2	Paris, France	December 2021	100%		0.24	100%
Total Office	19					3.56
Self-storage:
Morningstar Self-Storage Joint Venture	26	Various	December 2021/March 2022	95%		1.90	88%
Total Self-storage	26					1.90
Other:
U.S. Select Service Portfolio	8	FL, CO, TN, OH, AR	January 2019	100%		1,057	74%
Fort Lauderdale Hotel	1	Fort Lauderdale, FL	March 2019	43%		236	62%
Exchange on Erwin - Commercial	2	Durham, NC	November 2019	100%		0.10	94%
Barlow	1	Chevy Chase, MD	March 2020	100%		0.29	84%
Comfort Hotel Vesterbro	1	Copenhagen, Denmark	September 2021	100%		0.14	100%
Iberostar Las Dalias	1	Tenerife, Spain	December 2021	100%		0.31	100%
Marketplace at the Outlets	1	West Palm Beach, FL	December 2021	100%		0.30	92%
Total Other	15				N/A ⁽⁵⁾

Total Investment Properties	392

As of March 31, ~~2018,~~2022, we had ~~neither~~not recorded an impairment on any investments in our real estate portfolio. Despite revisions to future cash flows as a result of the impacts of COVID-19, as of March 31, 2022, the undiscounted cash flows of each of our real estate investments exceeded their carrying value. Certain investments within our portfolio are more susceptible to future impairment considerations due to uncertainty around future cash flows. This uncertainty is a result of the significant declines in occupancy and rates at our hospitality assets resulting from reduced travel and group business, as well as the uncertainty around the length of time needed for these assets to return to stabilization. Due to the rapidly changing environment, we will continue to evaluate our cash flow assumptions. Continued negative impacts of COVID-19 could result in impairments to certain of our investments in future periods.

The following table details our investments in real estate debt as of March 31, 2022 ($ in thousands):

The following chart describes the diversification of our investments in real estate debt by type based on fair value as of March 31, 2022:

Subsequent to March 31, 2022, we have not purchased ~~nor contracted~~any incremental investments in real estate debt.

The following table details the expiring leases at our industrial, office and other properties by annualized base rent as of March 31, 2022 ($ in thousands). The table below excludes our multifamily, single-family rental and self-storage properties as substantially all leases at such properties expire within 12 months:

	Industrial				Office				Other				Total
Year	Annualized Base Rent⁽¹⁾		% of Total Annualized Base Rent Expiring		Annualized Base Rent⁽¹⁾		% of Total Annualized Base Rent Expiring		Annualized Base Rent⁽¹⁾		% of Total Annualized Base Rent Expiring		Annualized Base Rent⁽¹⁾		% of Total Annualized Base Rent Expiring
2022 (remaining)	$	12,107		4%	$	5,291		2%	$	1,303		0%	$	18,701		7%
2023		9,742		4%		8,158		3%		6,323		2%		24,223		9%
2024		19,509		7%		7,678		3%		6,316		2%		33,503		12%
2025		14,666		5%		7,148		3%		2,598		1%		24,412		9%
2026		12,053		4%		13,941		5%		3,085		1%		29,079		11%
2027		11,591		4%		9,606		4%		2,731		1%		23,928		9%
2028		7,550		3%		8,153		4%		5,939		2%		21,642		8%
2029		5,152		2%		5,113		2%		1,754		1%		12,019		4%
2030		6,347		2%		17,385		6%		1,865		1%		25,597		9%
2031		3,488		2%		14,669		6%		141		0%		18,298		7%
Thereafter		6,722		2%		25,032		9%		7,518		3%		39,272		15%
Total	$	108,927		39%	$	122,174		47%	$	39,573		14%	$	270,674		100%

The following table sets forth information regarding our consolidated results of operations ($ in thousands):

	Three Months Ended March 31,						2022 vs. 2021
	2022			2021			$
Revenues
Rental revenue	$	317,370		$	98,107		$	219,263
Other revenue		13,275			7,644			5,631
Total revenues		330,645			105,751			224,894
Expenses
Property operating		132,998			42,880			90,118
General and administrative		8,417			2,706			5,711
Management fees		34,155			7,420			26,735
Performance participation allocation		87,126			8,708			78,418
Depreciation and amortization		224,759			54,796			169,963
Total expenses		487,455			116,510			370,945
Other income (expense)
Income (loss) from unconsolidated real estate ventures		929			(22	)		951
Income from investments in real estate debt		2,821			8,794			(5,973	)
Interest expense		(77,869	)		(25,549	)		(52,320	)
Other income, net		257,294			7,405			249,889
Total other income (expense)		183,175			(9,372	)		192,547
Net income (loss)	$	26,365		$	(20,131	)	$	46,496
Net (income) loss attributable to non-controlling interests in consolidated joint ventures	$	(923	)	$	21		$	(944	)
Net (income) loss attributable to non-controlling interests in Operating Partnership		(582	)		221			(803	)
Net income (loss) attributable to stockholders	$	24,860		$	(19,889	)	$	44,749

Rental revenue primarily consists of base rent arising from tenant leases at our multifamily, single-family rental, industrial, office, self-storage and other properties. Rental revenue is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. During the three months ended March 31, 2022 and 2021, rental revenue was $317.4 million and $98.1 million, respectively. The increase in rental revenue was driven by the growth in our portfolio, which increased from 147 consolidated properties as of March 31, 2021 to 391 real estate properties and 2,708 single-family rental homes as of March 31, 2022.

While it is difficult to predict the future impact of COVID-19, our rent collections to date have not changed materially. To date, we have received very few requests from our tenants seeking concessions.

Property operating expenses consist of the costs of ownership and operation of the real estate investments. Examples of property operating expenses include real estate taxes, insurance, utilities and repair and maintenance expenses. Property operating expenses also include general and administrative expenses unrelated to the operations of the properties. During the three months ended March 31, 2022 and 2021, property operating expenses were $133.0 million and $42.9 million, respectively. The increase was driven by the growth in our portfolio, which increased from 147 consolidated properties as of March 31, 2021 to 391 real estate properties and 2,708 single-family rental homes as of March 31, 2022.

General and administrative expenses are corporate-level expenses that relate mainly to our compliance and administration costs and consist primarily of legal fees, accounting fees, transfer agent fees and other professional fees. During the three months ended March 31, 2022, general and administrative expenses increased $5.7 million compared to the three months ended March 31, 2021. The increase was driven by the growth in our portfolio.

Management fees are earned by our Advisor for providing services pursuant to the Advisory Agreement. During the three months ended March 31, 2022 and 2021, management fees were $34.2 million and $7.4 million, respectively. The increase was primarily due to the growth in our NAV, which increased by $9.1 billion from March 31, 2021 to March 31, 2022.

Performance participation allocation relates to allocations from the Operating Partnership to the Special Limited Partner based on the total return of the Operating Partnership. Total return is defined as distributions paid or accrued plus the change in NAV. The performance participation allocation is measured annually and any amount earned by the Special Limited Partner becomes payable as of December 31 of the applicable year. During the three months ended March 31, 2022 and 2021, the performance participation allocation was $87.1 million and $8.7 million, respectively.

Pursuant to the advisory agreement between us, the Advisor and Starwood REIT Operating Partnership, L.P., the Advisor will reimburse us for any expenses that cause our Total Operating Expenses in any four consecutive fiscal quarters to exceed the greater of: (1) 2% of our Average Invested Assets or (2) 25% of our Net Income (each as defined in our charter) (the “2%/25% Limitation”).

Notwithstanding the foregoing, to the extent that our Total Operating Expenses exceed these limits and the independent directors determine that the excess expenses were justified based on unusual and nonrecurring factors that they deem sufficient, the Advisor would not be required to reimburse us.

For the four fiscal quarters ended March 31, 2022, our Total Operating Expenses exceeded the 2%/25% Limitation. Based upon a review of unusual and non-recurring factors, including but not limited to outsized performance during this period resulting in increased performance participation allocation expense, our independent directors determined that the excess expenses were justified.

Depreciation and amortization expenses are impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase ~~any~~price allocation. During the three months ended March 31, 2022 and 2021, depreciation and amortization expenses were $224.8 million and $54.8 million, respectively. The increase was driven by the growth in our portfolio, which increased from 147 consolidated properties as of March 31, 2021 to 391 real estate properties and 2,708 single-family rental homes as of March 31, 2022.

During the three months ended March 31, 2022 and 2021, income from investments in real estate debt was $2.8 million and $8.8 million, respectively, which consisted of loan origination fees/costs, interest income, unrealized gains/(losses), and realized gains/(losses) resulting from changes in the fair value of our real estate debt investments and related hedges.

During the three months ended March 31, 2022 and 2021, interest expense was $77.9 million and $25.5 million, respectively, which primarily consisted of interest expense incurred on our mortgage notes, revolving credit facility, unsecured revolving credit facility and borrowings under our secured financings on investments in real estate debt. The increase was primarily due to the growth in our portfolio of real estate and investments in real estate debt and the related indebtedness on such investments.

During the three months ended March 31, 2022 and 2021, other income, net was $257.3 million and $7.4 million, respectively, which was primarily driven by unrealized gains of $271.4 million and $7.6 million, respectively, relating to the change in the fair value of our interest rate swaps and interest rate caps. The interest rate caps and swaps are used primarily to limit our interest rate payments on certain of our variable rate borrowings.

We believe funds from operations (“FFO”) is a meaningful supplemental non-GAAP operating metric. Our condensed consolidated financial statements are presented under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of real estate investments will change over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”).

FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, (iii) plus real estate-related depreciation and amortization, and (iv) similar adjustments for unconsolidated joint ventures.

We also believe that adjusted FFO (“AFFO”) is a meaningful supplemental non-GAAP disclosure of our operating results. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our core operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income and expense, (ii) deferred income amortization, (iii) amortization of above- and below-market lease intangibles, (iv) amortization of mortgage premium /discount, (v) unrealized gains or losses from changes in the fair value of real estate debt and other financial instruments, (vi) gains and losses resulting from foreign currency translations, (vii) amortization of restricted stock awards, (viii) non-cash performance participation allocation, even if repurchased by us, (ix) amortization of deferred financing costs, and (x) similar adjustments for unconsolidated joint ventures. AFFO is not defined by NAREIT and our calculation of AFFO may not be comparable to disclosures made by other REITs.

The following table presents a reconciliation of FFO and AFFO to GAAP net income (loss) attributable to stockholders ($ in thousands):

FFO and AFFO should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO and AFFO should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO and AFFO are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

During the first quarter of 2022, our multifamily, single-family rental homes and industrial segments continued to see increases in their values based on strong operating performance and robust investor demand for these asset classes. Our market rate multifamily portfolio experienced rent growth of 18% year-over-year on new leases and 13% on combined new and renewal leases over the trailing 30 days ended March 31, 2022, which is the highest rent growth rates on record for the portfolio. Residential assets have a dual advantage because they: (i) tend to be defensive assets during recessionary periods and (ii) benefit in an inflationary environment because short duration leases can be increased to market levels quickly. Recent market rent growth in the industrial sector has also been strong averaging 11% across our 99.7% occupied portfolio.

In our office segment, the valuations for the three months ended March 31, 2022 remained steady as investor demand continues to be strong for characteristics such as long weighted average lease terms, high quality tenant base and desirable locations. However, future valuations might be negatively impacted depending on the longer term implications resulting from COVID-19: including, the number of companies that transition to full time and/or part time remote working, desire for companies to be located in suburban and/or urban environments, amount of square footage per employee companies decide is appropriate, the impact of new variants, and if the Federal government provides additional stimulus. These outcomes can potentially lead to slower forecasted rental growth, reduced occupancies, slower lease-up, reduced lease renewals, contractions and/or higher tenant delinquencies, which may result in lower operating cash flows and valuations.

In our self-storage segment, the valuations for the three months ending March 31, 2022 increased as the universal demand to store goods among both individuals and businesses remains strong. Leases are typically month-to-month allowing for consistent repricing in an inflationary environment. Similar to our residential investments, self-storage also exhibits defensive investment characteristics while having the ability to reprice due to short duration leases.

As of March 31, ~~2018,~~2022, our independent valuation advisor or external third-party appraisal firms (for certain assets) valued the ~~Advisor had not identified any~~majority of our real estate ~~debt or real estate-related~~portfolio to reflect the most recent market conditions.

The purchase price per share for each class of our common stock is the then-current transaction price, which generally equals our prior month’s NAV per share, as determined monthly, plus applicable selling commissions and dealer manager fees. Our NAV for each class of shares is based on the net asset values of our investments (including investments in ~~which it is probable~~real estate debt), the addition of any other assets (such as cash on hand) and the deduction of any liabilities, including the allocation/accrual of any performance participation, and any stockholder servicing fees applicable to such class of shares.

For more information on our Net Asset Value Calculation and Valuation Guidelines, please refer to our prospectus. Please also refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as supplemented, for additional disclosure relating to material trends or uncertainties that may impact our business.

The following table provides a breakdown of the major components of our NAV ($ and shares/units in thousands):

The following table provides a breakdown of our total NAV and NAV per share by share class as of March 31, 2022 ($ and shares/units in thousands, except per share/unit data):

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the March 31, 2022 valuations, based on property types. Once we own more than one self-storage investment, we will ~~invest.~~include the key assumptions for the property type.

For quarter-end months, these assumptions are determined by the independent valuation advisor or third party appraisers. In addition, the independent valuation advisor reviews the assumptions included in the third-party appraisals. The Advisor reviews the assumptions from each of the appraisals regardless of who performs the work. 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:

The following table reconciles stockholders’ equity from our Condensed Consolidated Balance Sheet to our NAV ($ in thousands):

The following details the adjustments to reconcile stockholders’ equity to our NAV:

Since February 2019, we have declared monthly distributions for each class of our common stock, which are generally paid three days after month-end. Each class of our common stock received the same gross distribution per share, which was $0.3105 per share for the three months ended March 31, 2022. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the gross distribution per share and ~~administrative expenses~~paid to the Dealer Manager. The table below details the net distribution for each of ~~$15,500~~our share classes for the three months ended March 31, 2022:

The following table summarizes our distributions declared during the ~~period from January 1, 2018 through~~three months ended March 31, ~~2018. Such costs represent accounting services.~~2022 and 2021 ($ in thousands):

	Three Months Ended March 31, 2022					Three Months Ended March 31, 2021
	Amount		Percentage			Amount		Percentage
Distributions
Payable in cash	$	70,848		61	%	$	16,335		53	%
Reinvested in shares		44,596		39	%		14,540		47	%
Total distributions	$	115,444		100	%	$	30,875		100	%

Sources of Distributions
Cash flows from operating activities	$	115,444		100	%	$	30,875		100	%
Offering proceeds		—		0	%		—		0	%
Total sources of distributions	$	115,444		100	%	$	30,875		100	%

Cash flows from operating activities	$	125,131				$	50,274
Funds from operations	$	248,322				$	34,638

While the long-term impact of COVID-19 to our business is not yet known, we believe we are well positioned from a liquidity perspective with $2.0 billion of immediate liquidity as of March 31, 2022, made up of $450.0 million of an undrawn unsecured Line of Credit and $1.5 billion of cash on hand. Excluded from the cash balance is an incremental $656.1 million associated with the March 2022 net capital raise, which will be available to us at the start of the subsequent month. In addition, we hold approximately $707.2 million in investments in real estate-related debt securities and real estate-related equity securities that could be liquidated to satisfy any potential liquidity requirements.

Our primary needs for liquidity and capital resources are to fund our investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay our offering and operating ~~fees~~ expensesand ~~expenses~~capital expenditures and to pay ~~interest~~debt service on ~~any~~the outstanding indebtedness we ~~may~~ incur. ~~We anticipate our offering and~~Our operating ~~fees and~~ expenses ~~will~~ include, among other things,fees and expenses related to managing our properties and other investments, the management fee we ~~will~~ pay to the Advisor (to the extent the Advisor elects to receive the management fee in cash), the performance participation allocation that the Operating Partnership will pay to the Special Limited Partner ~~stockholder servicing fees we will pay to~~(to the Dealer Manager, legal, audit and valuation expenses, federal and state filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution expenses and fees related to acquiring, financing, appraising and managing our properties. We do not have any office or personnel expenses as we do not have any employees.

~~We will reimburse~~extent that the Advisor ~~for certain out-of-pocket expenses~~elects to receive the performance participation allocation in ~~connection with our operations. The Advisor has agreed to advance all of our organization~~cash) and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through the first anniversary of the date on which we break escrow in the Offering. We will reimburse the Advisor for such advanced expenses ratably over the 60 months following the first anniversary of the conclusion of the escrow period. After the first anniversary of the conclusion of the escrow period, we will reimburse the Advisor for any organization and offering expenses that it incurs on our behalf as and when such expenses are incurred. As of March 31, 2018, the Advisor had incurred approximately $3.6 million of organization and offering expenses on our behalf.

We intend to elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, beginning with our taxable year ending December 31 of the year in which the escrow period for the Offering concludes. In order to maintain our qualification as a REIT, we are required to, among other things, distribute as dividends at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders and meet certain tests regarding the nature of our income and assets.general corporate expenses.

Our cash needs for acquisitions and other investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. ~~Over time,~~For the three months ended March 31, 2022, we ~~generally intend to fund~~raised $2.0 billion of gross proceeds in our ~~cash needs~~public offering. In addition, for ~~items other than asset acquisitions from operations.~~

~~Although~~the three months ended March 31, 2022, we have ~~not received any commitments from lenders to fund a line~~repurchased $47.0 million in shares of ~~credit to date, we may decide to obtain a line of credit to fund acquisitions, to repurchase shares pursuant to~~our commons stock under our share repurchase ~~plan and for any other corporate purpose. If we decide~~plan.

We continue to ~~obtain a line of credit, we would expect~~believe that ~~it would afford us borrowing availability~~our current liquidity position is sufficient to ~~fund repurchases. As~~meet our assets increase, however, it may not be commercially feasible or we may not be able to secure an adequate line of credit to fund share repurchases. Moreover, actual availability may be reduced at any given time if we use borrowings under the line of credit to fund share repurchases or for other corporate purposes.

expected investment activity. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. ~~We have not yet identified any sources for these types of financings.~~

On July 13, 2017, the Company was capitalized with a $200,000 investment by Starwood Real Estate Income Holdings, L.P., a wholly owned subsidiary of the Sponsor. There have been no other cash flows from the Company’sFrom inception through March 31, ~~2018.~~2022, our distributions have been entirely funded from cash flow from operating activities.

The following table is a summary of our indebtedness as of March 31, 2022 and December 31, 2021 ($ in thousands):

					Principal Balance Outstanding⁽³⁾
Indebtedness	Weighted Average Interest Rate⁽¹⁾	Weighted Average Maturity Date⁽²⁾	Maximum Facility Size		March 31, 2022		December 31, 2021
Fixed rate loans
Fixed rate mortgages	3.00%	9/20/2030	N/A		$	3,105,544	$	3,110,689
Total fixed rate loans						3,105,544		3,110,689
Variable rate loans
Floating rate mortgages	L + 1.76%	2/11/2026	N/A			7,066,776		7,052,819
Variable rate revolving credit facility⁽⁴⁾	L + 1.85%	12/1/2023	$	1,200,000		1,190,683		1,190,683
Total variable rate loans						8,257,459		8,243,502
Total loans secured by the Company’s properties						11,363,003		11,354,191

Secured financings on investments in real estate debt	L + 2.50%	2/26/2026	$	260,697		260,697		268,181
Unsecured Line of Credit⁽⁵⁾	L + 3.00%	12/16/2023	$	450,000		—		375,000
Total Indebtedness					$	11,623,700	$	11,997,372

⁽¹⁾The term “L” refers to the relevant floating benchmark rates, which include one-month LIBOR, one-month SOFR, three-month EURIBOR and three-month CIBOR, as applicable to each loan.

Subsequent to March 31, 2022, we raised $1.3 billion in the Follow-on Public Offering and had approximately $56.8 million of investor redemptions, which totaled approximately 0.48% of our March 31, 2022 NAV. All repurchase requests were met from cash on hand.

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash ($ in thousands):

Cash flows provided by operating activities increased $74.9 million during the three months ended March 31, 2022 compared to the corresponding period in 2021. This increase resulted from an increase in the number of investments in real estate and income generated from our investments in real estate debt.

Cash flows used in investing activities decreased $215.8 million during the three months ended March 31, 2022 compared to the corresponding period in 2021 primarily due to an increase in acquisitions of real estate of ($76.6) million, a decrease of $395.5 million in the origination/purchase of real estate debt and an increase of ($85.6) million in the purchase of real estate-related equity securities.

Cash flows provided by financing activities increased $763.7 million during the three months ended March 31, 2022 compared to the corresponding period in 2021 primarily due to a $1.0 billion increase in net proceeds from the issuance of our common stock, a net decrease of ($455.5) million driven by lower debt borrowings, net of repayments, $268.8 million increase in subscriptions received in advance and a ($48.5) million increase in distributions.

Below is a discussion of the accounting policies that management believes will be critical once we commence operations. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with GAAP. The preparation of the financial statements in accordance with GAAP involves significant judgments and assumptions and requires ~~management to use judgments in the application of such policies.~~estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. ~~Additionally, other companies may utilize different estimates that may impact the comparability of~~We consider our ~~results of operations to those of companies~~accounting policies over investments in ~~similar businesses.~~

~~The Advisor has agreed to advance organization~~lease intangibles, investments in securities, and offering expenses on our behalf (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through the first anniversary of the date on which escrow is released. The Company will reimburse the Advisor for all such advanced expenses ratably over a 60 month period following the first anniversary of the date escrowed purchase orders with respect to the Offering are released.

When recorded by us, organizational expenses will be expensed as incurred, and offering expenses will be charged to stockholders’ equity. Any amount due to the Advisor but not paid will be recognized as a liability on the consolidated balance sheets.

The FASB has recently issued guidance that clarifies the methodology for determining whether an entity is a variable interest entity (“VIE”) and the methodology for assessing who is the primary beneficiary of a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is requiredrevenue recognition to be ~~consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party with both the power~~our critical accounting policies. Refer to ~~direct the activities~~Note 2 — “Summary of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

There are judgments and estimates involved in determining if an entity in which we will make an investment will be a VIE and if so, if we will be the primary beneficiary. The entity will be evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. The minimum equity at risk percentage can vary depending upon the industry or the type of operations of the entity and it will be up to us to determine that minimum percentage as it relatesSignificant Accounting Policies” to our ~~business and the facts surrounding each~~condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further descriptions of our acquisitions. In addition, even if the entity’s equity at risk is a very low percentage, we will be required to evaluate the equity at risk compared to the entity’s expected future losses to determine if there could still in fact be sufficient equity at the entity. Determining expected future losses involves assumptionssuch accounting policies.

See Note 2 — “Summary of various possibilities of the results of future operations of the entity, assigning a probability to each possibility and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions and estimates outlined above could result in consolidating an entity that had not been previously consolidated or accounting for an investment on the equity method that had been previously consolidated, the effects of which could be materialSignificant Accounting Policies” to our ~~results of operations and~~condensed consolidated financial ~~condition.~~

To determine the method of accounting for partially owned real estate joint ventures and partnerships, management evaluates the characteristics of associated entities and determines whether an entity is a VIE and, if so, determines if we are the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherentstatements in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidateQuarterly Report on Form 10-Q for a ~~VIE when we have determined that we are the primary beneficiary.~~

~~Primary risks associated with our potential VIEs may include the potential funding of the entities’ debt obligations or making additional contributions to fund the entities’ operations.~~

Partially owned, non-variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

Management will analyze and assess reconsideration events, including changes in the factors mentioned above, to determine if a consolidation treatment remains appropriate. Decisions regarding consolidation of partially owned entities frequently require significant judgment by our management. Errors in the assessment of consolidation could result in material changes to our consolidated financial statements.

Acquisitions of properties will be accounted for utilizing the acquisition method and, accordingly, the results of operations of acquired properties will be included in our results of operations from their respective dates of acquisition. Estimates of future cash flows and other valuation techniques that we believe are similar to those used by independent appraisers will be used to record the purchase of identifiable assets acquired and liabilities assumed such as land, buildings and improvements, equipment and identifiable intangible assets and liabilities such as amounts related to in-place leases, acquired above- and below-market leases, tenant relationships, asset retirement obligations and mortgage notes payable. Values of buildings and improvements will be determined on an as-if-vacant basis. Initial valuations may be subject to change until such information is finalized, no later than 12 months from the acquisition date.

The estimated fair value of acquired in-place leases will be the costs we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we will evaluate the time period over which such occupancy levels would be achieved. Such evaluation will include an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition will be amortized over the remaining lease terms.

Acquired above- and below-market lease values will be recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values will be amortized as adjustments to rental revenue over the remaining terms of the respective leases, which include periods covered by bargain renewal options. Should a tenant terminate its lease, the unamortized portion of the in-place lease value will be charged to amortization expense and the unamortized portion of out-of-market lease value will be charged to rental revenue.

We will review our future real estate portfolio to ascertain if there are any indicators of impairment in the value of any of our real estate assets, including deferred costs and intangibles, in order to determine if there is any need for an impairment charge. In reviewing the portfolio, we will examine the type of asset, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, as well as any current correspondence that may have been had with the tenant, including property inspection reports. For each real estate asset owned for which indicators of impairment exist, if the undiscounted cash flow analysis yields an amount which is less than the asset’s carrying amount, an impairment loss will be recorded to the extent that the estimated fair value is lower than the asset’s carrying amount. The estimated fair value may be determined using a discounted cash flow analysis of the property. Real estate assets that are expected to be disposed of are valued at the lower of carrying amount or fair value less costs to sell on an individual asset basis. Any impairment charge taken with respect to any part of our real estate portfolio will reduce our earnings and assets to the extent of the amount of any impairment charge, but it will not affect our cash flow or our distributions until such time as we dispose of the property.

Our revenues, which we expect will be substantially derived from rental income and payments received in connection with our real estate-related debt investments, will include rental income that our tenants pay in accordance with the terms of their respective leases

~~reported on a straight-line basis over the initial lease term of each lease. Since we expect many of our leases will provide for rental increases at specified intervals, straight line basis~~discussion concerning recent accounting requires us to record as an asset and include in revenues unbilled rent receivables, in addition to rents that have been previously billed and not collected, which we will only receive if the tenant makes all rent payments required through expiration of the initial term of the lease. Accordingly, management must determine, in its judgment, that the billed and unbilled rents receivable applicable to each specific tenant are collectible. We will review billed and unbilled rent receivables and take into consideration the tenant’s payment history and the financial condition of the tenant. In the event that the collectability of a billed or unbilled rent receivable is in doubt, we will be required to take a reserve against the receivable or a direct write-off of the receivable, which will have an adverse effect on earnings for the year in which the reserve or direct write-off is taken.pronouncements.

Rental revenue will also include amortization of above- and below-market leases. Revenues relating to lease termination fees will be recognized at the time that a tenant’s right to occupy the leased space is terminated.

Provided that we make a timely election and qualify as a REIT, we will not be subject to federal income tax with respect to the portion of our income that meets certain criteria and is distributed annually to stockholders. We intend to operate in a manner that allows us to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. We will monitor the business and transactions that may potentially impact our REIT status. If we were to fail to meet these requirements, we could be subject to federal income tax on our taxable income at regular corporate rates. We would not be able to deduct distributions paid to stockholders in any year in which we fail to qualify as a REIT. We would also be disqualified for the four taxable years following the year during which qualification was lost unless we were entitled to relief under specific statutory provisions.

We ~~currently have no off-balance sheet arrangements that are reasonably likely to~~ have a ~~material current or future effect on~~financing commitment of approximately $1.0 billion for an acquisition by a third party. In addition, we have a remaining funding commitment to one of our ~~financial condition, changes in financial condition, revenues or expenses, results~~consolidated joint ventures of ~~operations, liquidity, capital expenditures or capital resources~~.approximately $167.2 million.

We ~~had no~~are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our common stock. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under mortgages, repurchase obligations or other debt instruments. As a REIT, we are required to distribute a significant ~~operations~~portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business.

The COVID-19 pandemic has also resulted in extreme volatility in a variety of global markets, including the real estate related debt markets. We have received and may in the future receive margin calls from our lenders as a result of ~~March 31, 2018. When~~the decline in the market value of assets pledged by us to our lenders under our secured financings on investments in real estate debt, and if we ~~commence our principal operations, we expect that our primary market risk exposure will be~~fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including taking ownership of the assets securing the applicable obligations.

We are exposed to interest rate risk with respect to our variable-rate mortgage indebtedness, variable-rate revolving credit facility, secured financings on investments in real estate debt and our unsecured line of credit, where an increase in interest rates would directly result in higher interest expense costs. We seek to manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities and through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of March 31, 2022, the outstanding principal balance of our variable rate indebtedness was $8.5 billion.

Certain of our mortgage loans and secured financings on investments in real estate debt are variable rate and are indexed to the one-month U.S. dollar denominated LIBOR or other benchmark rates. For the three months ended March 31, 2022, a 10% increase in the one-month U.S. dollar denominated LIBOR or other benchmark rates would have resulted in an increase in interest expense of $0.4 million.

We intend to hedge our currency exposures in a prudent manner to the extent it is cost effective to do so. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Consistent with our strategy of hedging foreign currency exposure on certain investments, we typically enter into a series of foreign currency swaps to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income, principal payments and net sales proceeds after the repayment of debt) we expect to receive from our foreign currency denominated investments.

As of March 31, 2022, we held $1.0 billion of investments in real estate debt. Certain of our investments in real estate debt are floating rate and indexed to various benchmark rates and as such, are exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors that may or may not affect interest rates, for the three months ended March 31, 2022, a 10% increase or decrease in the various benchmark rates would have resulted in an increase or decrease to income from investments in real estate debt of $0.0 million.

We may also be exposed to market risk with respect to our investments in real estate ~~investments, real estate debt-related investments and~~debt due to changes in the ~~use~~fair value of ~~derivative financial instruments, and~~our investments. We seek to manage our exposure to market risk with respect to our investments in real estate debt by making investments in securities backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, thus the ~~use~~amount we will realize upon any sale of ~~derivative financial instruments.~~our investments is unknown. As of March 31, ~~2018,~~2022, the fair value at which we ~~had no indebtedness, real estate~~may sell our investments ~~or real estate-related debt investments and did not use any derivative instruments.~~

We may be exposed to interest rate changes primarily, as a result, of long-term debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estatedebt is not known, but a 10% change in the future. We will seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets.

Also, we will be exposed to both credit risk and market risk. We will be exposed to credit risk of the tenants that occupy properties that we own. To mitigate such risk, we intend to undertake a rigorous credit evaluation of each tenant prior to making an investment. This analysis includes an extensive due diligence investigation of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.

Additionally, we will be exposed to credit risk in the real estate-related debt investments that we intend to make with respect to a borrower’s ability to make required interest and principal payments on scheduled due dates. We will manage such risk by conducting a credit analysis prior to making an investment, actively monitoring our portfolio and the underlying credit quality, including subordination and diversification of our real estate-related debt portfolio.

~~Finally, we are subject to credit risk in the form of the failure of a counterparty to perform under the terms of a derivative contract. If~~ the fair value of our investments in real estate debt may result in an unrealized gain or loss of $103.1 million.

In July 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”) (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The FCA subsequently announced on March 5, 2021 that the publication of LIBOR will cease for the one-week and two-month USD LIBOR settings immediately after December 31, 2021, and the remaining USD LIBOR settings immediately after June 30, 2023. There is currently no certainty regarding the future utilization of LIBOR or of any particular replacement rate (although the secured overnight financing rate has been proposed as an alternative to U.S.-dollar LIBOR). As indicated in the “Interest Rate Risk” section above, a ~~derivative contract~~substantial portion of our loans, investment securities, borrowings and interest rate derivatives are indexed to LIBOR or similar reference rates. Market participants anticipate that financial instruments tied to LIBOR will require transition to an alternative reference rate if LIBOR is ~~positive,~~no longer available. Our LIBOR-based loan agreements and borrowing arrangements generally specify alternative reference rates such as the ~~counterparty will owe us, which creates credit risk for us. If~~prime rate and federal funds rate, respectively. The potential effect of the ~~fair value~~discontinuation of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

~~Market risk is the adverse effect~~LIBOR on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. With regard to variable rate financing, we will assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We will maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy will be designed to minimize the impact on our net income and ~~funds from operations from~~expense cannot yet be determined and any changes into benchmark interest rates could increase our financing costs and/or result in mismatches between the ~~overall returns on~~interest rates of our investments ~~may be reduced.~~and the corresponding financings. Our ~~board~~foreign denominated loan agreements and borrowing arrangements now generally specify the sterling overnight index average (“SONIA”) instead of ~~directors has~~U.S. dollar denominated LIBOR.

As of March 31, 2022, daily compounded SONIA is utilized as the floating benchmark rate on one of our borrowing facilities, while SOFR is utilized as the floating benchmark rate on two of our loans.

At this time, it is not ~~yet established policies and procedures regarding our use of derivative financial instruments for hedging~~possible to predict how markets will respond to SOFR, SONIA, or other ~~purposes.~~alternative reference rates as the transition away from USD LIBOR proceeds. The resulting changes to benchmark interest rates could increase our financing costs and/or result in mismatches between the interest rates of our investments and the corresponding financings.

An evaluation of the effectiveness of the design and operation of our ~~"disclosure~~“disclosure controls and ~~procedures"~~procedures” (as defined in Rule 13a-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the "Exchange Act"))~~Act), as of the end of the period covered by this ~~quarterly report~~Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer ~~("CEO"~~(“CEO”) and Chief Financial Officer ~~("CFO"~~(“CFO”). Based upon this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by ~~SEC~~the Securities and Exchange Commission (the “SEC”) rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our ~~"internal~~“internal control over financial ~~reporting"~~reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this ~~quarterly report~~Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting to date as a result of employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 pandemic’s effect on our internal controls to minimize the impact to their design and operating effectiveness.

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, ~~2018,~~2022, we were not involved in any material legal proceedings.

~~There~~Except as disclosed in Part II. Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and except as set forth below, there have been no material changes to the risk factors previously disclosed under Item 1A1A. of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2021.

~~During~~Except as described below, during the three months ended March 31, ~~2018,~~2022, we did not sell ~~or issue~~ any equity securities that were not registered under the Securities ~~Act of 1933, as amended (the “Securities Act”).~~

~~On December 27, 2017,~~Act. As described in Note 11 – “Related Party Transactions” to our ~~Registration Statement~~condensed consolidated financial statements in this Quarterly Report on Form ~~S-11 (File No. 333-220997), covering our public offering of up~~10-Q, the Advisor is entitled to ~~$5 billion~~an annual management fee payable monthly in cash, shares of common stock, or units of the Operating Partnership, in each case at the Advisor’s election. For the three months ended March 31, 2022, the Advisor elected to receive its management fees in Class I shares and we issued 824,691 unregistered Class I shares to the Advisor in satisfaction of the management fee for January 2022 and February 2022. Additionally, we issued 457,388 unregistered Class I shares to the Advisor in April 2022 in satisfaction of the March 2022 management fee. The shares were issued at the applicable NAV per share at the end of each month for which the fee was ~~declared effective under~~earned. Each issuance to the Advisor was made pursuant to Section 4(a)(2) of the Securities Act. As

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of ~~March 31, 2018,~~their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan.

The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares (excluding any early repurchase deduction) is limited to 2% of the aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and 5% of the aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding quarter).

Shares are repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year are repurchased at 95% of the transaction price. Due to the illiquid nature of investments in real estate, we ~~had~~may not ~~received subscriptions~~have sufficient liquid resources to fund repurchase requests and may elect not to repurchase some or all of the shares submitted for repurchase in a given period. Further, we may make exceptions to, modify or suspend the share repurchase plan. Our board of directors may also determine to terminate our share repurchase plan if required by applicable law or in connection with a transaction in which our stockholders receive liquidity for their shares of our common stock, ~~sufficient~~such as a sale or merger of our company or listing of our shares on a national securities exchange.

If the transaction price for the applicable month is not made available by the tenth business day prior to ~~allow us~~the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to ~~break escrow and, therefore,~~have their shares repurchased the following month must resubmit their repurchase requests.

During the three months ended March 31, 2022, we ~~had not~~repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received ~~any proceeds from~~for the ~~Offering.~~same period.

The Special Limited Partner holds 9,048,789 Class I units in the Operating Partnership. Any redemption of Class I units held by the Special Limited Partner would occur outside of our share repurchase plan.

The agreements and other documents filed as exhibits to this reportare not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. Inparticular, any representations and warrantiesmade by us in these agreements or other documents weremade solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
		Emerging growth company	☒


PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Condensed Consolidated Financial Statements (Unaudited):

	CondensedConsolidated Balance Sheets as of March 31, ~~2018~~2022 and December 31, ~~2017~~2021	1

	CondensedConsolidated ~~Statement~~Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, ~~2018~~2022 and 2021	2

	CondensedConsolidated ~~Statement~~Statements of Changes in Equity for the Three Months Ended March 31, ~~2018~~2022 and 2021	3

	CondensedConsolidated ~~Statement~~Statements of Cash Flows for the Three Months Ended March 31, ~~2018~~2022 and 2021	45

	Notes to Condensed Consolidated Financial Statements	56

ITEM 2.	~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	929

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1345

ITEM 4.	CONTROLS AND PROCEDURES	1448

PART II.	OTHER INFORMATION	49

ITEM 1.	LEGAL PROCEEDINGS	1549

ITEM 1A.	RISK FACTORS	1549

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1549

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1550

ITEM 4.	MINE SAFETY DISCLOSURES	1550

ITEM 5.	OTHER INFORMATION	1550

ITEM 6.	EXHIBITS	1651

Description		Depreciable Life
Building		30 - 42 years
Building and land improvements		5 - 30 years
Furniture, fixtures and equipment		1 - 10 years
Lease intangibles and leasehold improvements		Shorter of useful life or lease term

The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):

	Investments in Real Estate Debt
Balance as of December 31, 2021	$	487,602
Purchases		—
Included in net income
Foreign exchange		(13,608	)
Unrealized gain (loss)		—
Balance as of March 31, 2022	$	473,994

	March 31, 2022			December 31, 2021
Building and building improvements	$	14,793,851		$	14,450,074
Land and land improvements		2,574,002			2,733,505
Furniture, fixtures and equipment		268,144			264,557
Right of use asset - operating lease⁽¹⁾		105,236			105,236
Total		17,741,233			17,553,372
Accumulated depreciation and amortization		(516,231	)		(368,293	)
Investments in real estate, net	$	17,225,002		$	17,185,079

	Three Months Ended March 31, 2018
Cash flows from operating activities
Net loss	$	(15,500	)
Adjustments to reconcile net loss to net cash provided by operating activities
Accounts payable, accrued expenses and other liabilities		15,136
Due to affiliates		364
Net cash provided by operating activities	$	—
Cash flows from investing activities
Net cash used in investing activities	$	—
Cash flows from financing activities
Net cash provided by financing activities	$	—
Cash and cash equivalents at the beginning of the period	$	200,000
Cash and cash equivalents at the end of the period	$	200,000

Classification	Number of Shares		Par Value
Preferred Stock		100,000,000		$	0.01
Class T Shares		250,000,000		$	0.01
Class S Shares		250,000,000		$	0.01
Class D Shares		250,000,000		$	0.01
Class I Shares		250,000,000		$	0.01
Total		1,100,000,000

The following table contains the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):

	March 31, 2022
	Fair Value		Valuation Technique	Unobservable Inputs	Weighted Average	Impact to Valuation from an Increase in Input
Investments in Real Estate Debt	$	473,994	Par Value	Par	N/A	N/A

Segments	Number of Transactions		Number of Properties		Sq. Ft. (in millions)/Units	Purchase Price ⁽¹⁾
Single-family rental	2		N/A ⁽²⁾		114 units	$	42,888
Industrial	1		2		0.37 sq. ft.		107,393
Self-storage	1		1		0.09 sq. ft.		42,091
		4		3		$	192,372

	Amount
Building and building improvements	$	127,427
Land and land improvements		57,858
Furniture, fixtures and equipment		347
In-place lease intangibles		3,912
Above-market lease intangibles		2,670
Below-market lease intangibles		(531	)
Total purchase price ⁽¹⁾	$	191,683
Non-controlling interest		(2,966	)
Net purchase price	$	188,717

	In-place Lease Intangibles		Above-market Lease Intangibles		Other		Below-market Lease Intangibles
2022 (remaining)	$	57,155	$	4,991	$	5,400	$	(6,574	)
2023		43,027		6,141		5,613		(8,112	)
2024		30,204		4,641		5,599		(6,419	)
2025		23,269		3,272		5,192		(4,982	)
2026		16,161		2,674		2,507		(4,732	)
Thereafter		63,130		8,832		11,744		(24,011	)
	$	232,946	$	30,551	$	36,055	$	(54,830	)

			March 31, 2022
Type of Security/Loan	Number of Positions		Weighted Average Coupon⁽¹⁾	Weighted Average Maturity Date ⁽²⁾	Cost Basis		Fair Value
RMBS	49		3.12%	November 7, 2045	$	157,991	$	156,659
CMBS - floating	3		L + 5.31%	March 15, 2035		109,175		109,124
CMBS - floating		4	L + 3.46%	July 15, 2038		296,928		288,942
CMBS - fixed	1		6.26%	July 25, 2039		2,507		2,621
Total real estate securities		57	3.92%	September 19, 2039		566,601		557,346
Term loan ⁽³⁾	1		L + 5.35%	February 26, 2026		504,540		473,994
Total investments in real estate debt		58	4.63%	June 2, 2033	$	1,071,141	$	1,031,340

			December 31, 2021
Type of Security	Number of Positions		Weighted Average Coupon⁽¹⁾	Weighted Average Maturity Date ⁽²⁾	Cost Basis		Fair Value
RMBS	50		3.07%	July 9, 2045	$	165,600	$	168,309
CMBS - floating	4		L + 3.46%	July 15, 2038		296,928		295,465
CMBS - fixed		1	6.26%	July 25, 2039		2,522		2,701
Total real estate debt securities	55		3.34%	January 5, 2041		465,050		466,475
Term loan ⁽³⁾		1	L + 5.35%	February 26, 2026		504,540		487,602
Total investments in real estate debt	56		4.41%	April 8, 2033	$	969,590	$	954,077

			March 31, 2022
Indebtedness	Maturity Date	Coupon	Collateral Assets⁽¹⁾		Outstanding Balance
Barclays RA	2/26/2026	SONIA + 2.50%	$	473,994	$	260,697
			$	473,994	$	260,697

			December 31, 2021
Indebtedness	Weighted Average Maturity Date	Weighted Average Coupon	Collateral Assets⁽¹⁾		Outstanding Balance
Barclays RA	2/26/2026	L + 2.50%	$	487,602	$	268,181
			$	487,602	$	268,181

	March 31, 2022		December 31, 2021
Derivative instruments	$	465,811	$	194,053
Intangible assets, net		299,552		369,115
Equity securities		235,198		172,236
Receivables		110,101		103,049
Acquisition deposits		94,749		13,422
Prepaid expenses		8,202		15,871
Interest receivable		5,702		5,337
Deferred financing costs, net		5,472		6,723
Other		5,237		1,492
Total	$	1,230,024	$	881,298

	March 31, 2022		December 31, 2021
Accounts payable and accrued expenses	$	87,989	$	89,625
Intangible liabilities, net		54,830		55,620
Real estate taxes payable		50,683		53,423
Distributions payable		40,928		32,696
Tenant security deposits		36,725		36,509
Accrued interest expense		21,765		16,399
Deferred tax liability		14,042		8,599
Right of use liability - operating leases		12,493		12,499
Deferred income		8,937		7,467
Derivative instruments		3,003		1,398
Other		28,753		25,271
Total	$	360,148	$	339,506

	Three months ended March 31, 2022
	Class T			Class S			Class D			Class I			Total
December 31, 2021		4,648,436			154,381,036			22,142,299			163,624,500			344,796,271
Common stock shares issued		683,879			34,567,565			5,235,258			38,690,768			79,177,470
Distribution reinvestment plan shares issued		28,927			799,492			148,140			742,812			1,719,371
Common stock shares repurchased		(2,549	)		(1,063,944	)		(74,333	)		(678,139	)		(1,818,965	)
March 31, 2022		5,358,693			188,684,149			27,451,364			202,379,941			423,874,147

	March 31, 2022			March 31, 2021
Balance at the beginning of the year	$	30,502		$	10,409
Settlement of performance participation allocation		204,225			15,061
GAAP income (loss) allocation		582			(221	)
Distributions		(2,810	)		(366	)
Fair value allocation		12,381			839
Ending balance	$	244,880		$	25,722

	March 31, 2022		December 31, 2021
Accrued stockholder servicing fee	$	365,592	$	291,544
Performance participation allocation		87,126		204,225
Advanced organization and offering costs		4,009		4,373
Accrued management fee		12,378		9,628
Accrued affiliate service provider expenses		1,002		843
Advanced operating expenses		1,209		2,655
Total	$	471,316	$	513,268

	Operating Lease
2022 (remaining)	$	514
2023		686
2024		686
2025		712
2026		713
Thereafter		26,506
Total undiscounted future lease payments		29,817
Difference between undiscounted cash flows and discounted cash flows		17,324
Total lease liability	$	12,493

Year	Future Minimum Rents
2022 (remaining)	$	181,430
2023		228,614
2024		202,188
2025		175,340
2026		153,806
Thereafter		528,993
Total	$	1,470,371

	March 31, 2022		December 31, 2021
Multifamily properties	$	12,305,156	$	12,225,256
Single-family rental properties		1,207,827		1,150,987
Industrial properties		2,275,565		2,145,163
Office properties		1,482,714		1,599,774
Self-storage properties		371,255		331,024
Other properties		761,348		764,714
Investments in real estate debt		1,031,340		954,077
Other (Corporate)		2,231,896		800,436
Total assets	$	21,667,101	$	19,971,431

Segment	Number of Properties		Sq. Feet (in millions) / Number of Units/Keys	Occupancy Rate⁽¹⁾	Gross Asset Value⁽²⁾		Segment Revenue		Percentage of Segment Revenue
Multifamily		227	53,471 units	96%	$	13,545,230	$	216,843	66%
Single-family rental	N/A⁽³⁾		2,708 units	93%		1,182,880		16,466	5%
Industrial		105	16.55 sq. ft.	100%		2,681,758		36,434	11%
Office		19	3.56 sq. ft.	91%		1,612,561		33,429	10%
Self-storage		26	1.90 sq. ft.	88%		384,117		6,007	2%
Other		15	N/A ⁽⁴⁾	N/A		771,097		21,466	6%
Total	392				$	20,177,643	$	330,645	100%

Components of NAV	March 31, 2022
Investments in real estate		$	20,177,644
Investments in real estate debt			1,031,340
Cash and cash equivalents			1,506,939
Restricted cash			662,445
Other assets			893,295
Debt obligations			(11,288,225	)
Secured financings on investments in real estate debt			(260,697	)
Subscriptions received in advance			(500,014	)
Other liabilities			(284,771	)
Performance participation accrual			(87,126	)
Management fee payable			(12,378	)
Accrued stockholder servicing fees⁽¹⁾			(3,888	)
Minority interest			(96,082	)
Net asset value		$	11,738,482
Number of outstanding shares/units			432,923

NAV Per Share	Class T Shares		Class S Shares		Class D Shares		Class I Shares		Third-party Operating Partnership Units ⁽¹⁾		Total
Net asset value	$	145,727	$	5,135,721	$	735,298	$	5,476,855	$	244,881	$	11,738,482
Number of outstanding shares/units		5,359		188,684		27,451		202,380		9,049		432,923
NAV Per Share/Unit as of March 31, 2022	$	27.19	$	27.22	$	26.79	$	27.06	$	27.06

Property Type	Discount Rate	Exit Capitalization Rate
Multifamily	5.8%	4.6%
Single-Family Rental	5.9%	4.6%
Industrial	5.8%	4.7%
Office	7.5%	6.0%
Other	7.7%	6.2%

Reconciliation of Stockholders’ Equity to NAV	March 31, 2022
Stockholders’ equity under GAAP	$	8,501,670
Redeemable non-controlling interest		244,880
Total partners’ capital of Operating Partnership		8,746,550
Adjustments:
Accrued stockholder servicing fee		361,704
Advanced organization and offering costs and Advanced operating expenses		4,210
Unrealized real estate appreciation		1,888,109
Accumulated depreciation and amortization		737,909
NAV	$	11,738,482

						Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Repurchased Under the Plans or Programs⁽²⁾
			Repurchases as a Percentage of Shares Outstanding ⁽¹⁾
	Total Number of Shares Repurchased⁽¹⁾			Average Price Paid per Share

Month of:
January 2022		778,439	0.21%	$	25.74		778,439		—
February 2022		722,648	0.18%		25.97		722,648		—
March 2022		317,878	0.07%		26.40		317,878		—
Total		1,818,965		$	25.94		1,818,965		—

Exhibit Number		Description

3.1		Articles of Amendment and Restatement of Starwood Real Estate Income Trust, Inc. (the “Company”) ~~incorporated by reference to~~(filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed ~~with the SEC~~ on March 30, 2018 and incorporated herein by reference)

10.1* 3.2		~~Independent Directors Compensation Policy~~Articles of Amendment of the Company (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2019)

3.3		Second Articles of Amendment of the Company (filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2021 and incorporated herein by reference)

3.4		Amended & Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-11 filed on October 18, 2017 and incorporated herein by reference)

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~101.1~~101		The following information from the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2018,~~2022, formatted in ~~XBRL (eXtensible~~iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated ~~Statement~~Statements of Operations and Comprehensive Income (Loss) (iii) Condensed Consolidated ~~Statement~~Statements of Changes in Equity; and (iv) Condensed Consolidated ~~Statement~~Statements of Cash Flows

May ~~14, 2018~~10, 2022		/s/ John P. McCarthy, Jr.
Date		John P. McCarthy, Jr.
		Chief Executive Officer ~~President~~ and Director (Principal Executive Officer)

May ~~14, 2018~~10, 2022		/s/ Chris Lowthert
Date		Chris Lowthert
		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)