ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Equity Compensation Plan Information The following table summarizes information, as of December 31, 2024, relating to our equity compensation plans pursuant to which shares of our common stock or other equity securities may be granted from time to time:
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a) Number of securities to be issued upon exercise of outstanding options, warranties, and rights
(b) Weighted average exercise price of outstanding options, warrants, and rights
Plan category
Equity compensation plans approved by security holders Equity compensation plans not approved by security holders
— $
—
121,049
N/A
N/A
N/A
Total
— $
—
121,049
Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 15, 2025, information regarding the number and percentage of shares owned by each director, our chief executive officer, each executive officer, all directors and executive officers as a group, and any person known to us to be the beneficial owner of more than 5% of outstanding shares of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and may include certain securities that a person has the right to obtain in the future subject to certain vesting conditions. The address for each of the persons named below is in care of our principal executive offices at 2340 Collins Avenue, Miami Beach, Florida 33139.
Number of Shares Beneficially Owned (1)
Percent of All Shares
Name of Beneficial Owner
Directors and Executive Officers Barry S. Sternlicht (2)
6,769,436 217,732 29,401 31,642 33,977 389,341
1.69%
Sean Harris (3)
* * * * * * * * * * * * *
Chris Lowthert (3)(4) Joseph Nieto (3) Matthew S. Guttin (3) Mark Deason (3) John P. McCarthy, Jr. (3) Austin Nowlin (3) Richard D. Bronson (5) David B. Henry (5)
133,697 118,778 30,116 29,959 31,362 26,217 32,985 15,360
Robin Josephs (5) Peggy Lamb (5) Dale Anne Reiss (5) James E. Walker (5)
All directors and executive officers as a group
7,890,003
1.97%
* Represents less than 1%. (1) All shares listed in the table above are Class I shares.
(2) As of March 15, 2025, Starwood Real Estate Income Holdings, L.P. owned 252,224 Class I shares, which are deemed to be beneficially owned by Mr. Sternlicht. As of March 15, 2025, Starwood REIT Advisors, L.L.C. owned 1,431,076 Class I shares, which are deemed to be beneficially owned by Mr. Sternlicht. As of March 15, 2025, BARRY S. STERNLICHT FOUNDATION owned 2,100,000 Class I shares, which are deemed to be beneficially owned by Mr. Sternlicht. (3) Includes unvested shares across certain executive officers that are subject to vesting conditions. (4) Mr. Lowthert resigned as Chief Financial Officer and Treasurer effective December 31, 2024, in connection with his promotion to a senior, global finance role with the Advisor. (5) Each of our independent directors received a grant of restricted Class I shares, as part of their annual compensation, on August 1, 2024, which will vest on August 1, 2025. See “Independent Director Compensation.”
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