STARWOOD PROPERTY TRUST, INC.STWD
STARWOOD PROPERTY TRUST, INC. Debt Disclosure
Secured Borrowings
______________________________________________________________________________________________________________________
Secured Financing Agreements
The following table is a summary of our secured financing agreements in place as of December 31, 2025 and 2024 (dollars in thousands):
| Outstanding Balance at | |||||||||||||||||||||||||||||||||||||||||
| Current Maturity | Extended Maturity (a) | Weighted Average Coupon | Pledged Asset Carrying Value | Maximum Facility Size | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Repurchase Agreements: | |||||||||||||||||||||||||||||||||||||||||
| Commercial Loans | Aug 2026 to May 2031 | (b) | Jun 2029 to Dec 2033 | (b) | Index + 1.83% | (c) | $ | 9,986,198 | $ | 12,243,159 | (d) | $ | 6,048,734 | $ | 5,137,103 | ||||||||||||||||||||||||||
| Residential Loans | Mar 2026 to Oct 2027 | Mar 2026 to Apr 2028 | SOFR + 1.65% | 2,275,806 | 3,450,000 | 1,929,400 | 2,126,692 | ||||||||||||||||||||||||||||||||||
| Infrastructure Loans | Sep 2027 | Sep 2029 | Index + 2.00% | 299,123 | 650,000 | 211,651 | 264,432 | ||||||||||||||||||||||||||||||||||
| Conduit Loans | Feb 2026 to Jun 2028 | Feb 2027 to Jun 2029 | SOFR + 2.15% | — | 375,000 | — | 87,061 | ||||||||||||||||||||||||||||||||||
| CMBS/RMBS | Jun 2026 to Apr 2032 | (e) | Jul 2026 to Oct 2032 | (e) | (f) | 1,255,407 | 939,978 | 700,307 | (g) | 721,097 | |||||||||||||||||||||||||||||||
| Total Repurchase Agreements | 13,816,534 | 17,658,137 | 8,890,092 | 8,336,385 | |||||||||||||||||||||||||||||||||||||
| Other Secured Financing: | |||||||||||||||||||||||||||||||||||||||||
| Borrowing Base Facility | Oct 2027 | Oct 2029 | SOFR + 2.00% | 52,855 | 1,250,000 | (h) | 2,000 | 2,000 | |||||||||||||||||||||||||||||||||
| Commercial Financing Facilities | Dec 2026 to Apr 2030 | Jan 2027 to Dec 2033 | Index + 1.98% | 705,143 | 978,143 | (i) | 480,611 | 330,081 | |||||||||||||||||||||||||||||||||
| Infrastructure Financing Facilities | Jul 2028 to Oct 2028 | Aug 2030 to Jul 2033 | SOFR + 1.96% | 671,973 | 1,175,000 | 515,004 | 499,242 | ||||||||||||||||||||||||||||||||||
Property Financing | Dec 2025 to Dec 2026 | (j) | Dec 2025 to May 2029 | (j) | SOFR + 2.52% | 792,501 | 1,110,191 | 622,906 | (k) | 615,854 | |||||||||||||||||||||||||||||||
| Term Loans and Revolver | Nov 2027 to Sep 2032 | N/A | SOFR + 2.00% | N/A | (l) | 2,470,180 | 2,270,180 | 1,452,567 | |||||||||||||||||||||||||||||||||
| Total Other Secured Financing | 2,222,472 | 6,983,514 | 3,890,701 | 2,899,744 | |||||||||||||||||||||||||||||||||||||
| $ | 16,039,006 | $ | 24,641,651 | 12,780,793 | 11,236,129 | ||||||||||||||||||||||||||||||||||||
| Unamortized net discount | (19,084) | (19,338) | |||||||||||||||||||||||||||||||||||||||
| Unamortized deferred financing costs | (82,761) | (65,234) | |||||||||||||||||||||||||||||||||||||||
| $ | 12,678,948 | $ | 11,151,557 | ||||||||||||||||||||||||||||||||||||||
(a)Subject to certain conditions as defined in the respective facility agreement.
(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(c)Certain facilities with an outstanding balance of $2.7 billion as of December 31, 2025 are indexed to EURIBOR, BBSY, SARON, SONIA and STIBOR. The remainder are indexed to SOFR.
(d)Certain facilities with an aggregate initial maximum facility size of $11.8 billion may be increased to $12.2 billion, subject to certain conditions. The $12.2 billion amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $246.4 million as of December 31, 2025 carry a rolling 6 or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.
(f)Certain facilities with an outstanding balance of $340.5 million as of December 31, 2025 have a weighted average fixed annual interest rate of 4.02%. All other facilities are variable rate with a weighted average rate of SOFR + 1.65%.
(g)Includes: (i) $319.5 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $25.8 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 16).
(h)The maximum facility size as of December 31, 2025 of $615.0 million may be increased to $1.3 billion, subject to certain conditions. The $1.3 billion amount includes such upsize.
(i)Certain facilities with an aggregate initial maximum facility size of $878.1 million may be increased to $978.1 million, subject to certain conditions. The $978.1 million amount includes such upsizes.
(j)In December 2025, a $17.6 million property mortgage loan to a joint venture in which we hold a 75% interest matured. We are in the process of negotiating a maturity extension with the lender.
(k)Of the total balance, $115.3 million relates to Fundamental.
(l)These facilities are secured by the equity interests in certain of our subsidiaries which totaled $7.7 billion as of December 31, 2025.
In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any financing facilities which contain near term expirations.
During the year ended December 31, 2025, we amended several commercial credit facilities resulting in an aggregate net upsize of $2.0 billion and extended the weighted average maturity on amended facilities by 1.4 years to 2.6 years.
In September 2025, we entered into a term loan facility totaling $700.0 million that carries a seven-year term, an annual interest rate of SOFR + 2.25%, and an issue discount of 50 bps.
In July 2025, we assumed property financing under a revolving credit agreement in connection with the acquisition of Fundamental. The maximum facility size is $600.0 million, of which $115.3 million is outstanding as of December 31, 2025. The facility is used to temporarily fund real estate acquisitions until securitization in the form of ABS financing (see discussion of securitized financing below). The facility matures in December 2026, carries an annual interest rate of SOFR + 2.50% (floor of 0.50%) and requires monthly interest-only payments, with no principal payments due until the earlier of maturity or the release of a property through sale or refinance.
In July 2025, we amended our $682.6 million November 2027 and $893.3 million January 2030 term loan facilities, reducing the spreads by 50 bps and 25 bps, to SOFR + 1.75% and SOFR + 2.00%, respectively.
In March 2025, we amended a credit facility within the Infrastructure Lending Segment, increasing the facility size by $125.0 million and reducing the spread by 20 bps.
In January 2025, we amended our January 2030 term loan facility, increasing the facility size to $900.0 million, reducing the spread by 73 bps and extending the maturity date from July 2026 to January 2030. We also amended our existing revolving credit facility, increasing the facility by $50.0 million, to $200.0 million, and extending the maturity date from April 2026 to January 2030.
Our secured financing agreements contain certain financial tests and covenants. As of December 31, 2025, we were in compliance with all such covenants.
We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 66% of these agreements, do not permit valuation adjustments based on capital market events and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For the 34% of repurchase agreements which do permit valuation adjustments based on capital market events, approximately 6% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreement.
For the years ended December 31, 2025, 2024 and 2023, approximately $36.4 million, $36.5 million and $40.7 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our consolidated statements of operations.
As of December 31, 2025, Morgan Stanley Bank, N.A. held collateral sold under certain of our repurchase agreements with carrying values that exceeded the respective repurchase obligations by $1.1 billion. The weighted average extended maturity of those repurchase agreements is 4.4 years.
Securitized Financing
Collateralized Loan Obligations and Single Asset Securitizations
We finance various pools of our commercial and infrastructure loans held-for-investment through multiple CLOs and a SASB, each involving the transfer of held-for-investment loans or loan participations into a consolidated VIE, which then issues various classes of non-recourse notes secured by the loans pursuant to the terms of an indenture. In exchange for the transfer of loans to the respective VIE, we receive cash proceeds from the sale of the notes to third parties and retain subordinated notes or preferred shares in the VIE. The CLOs typically contain a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a specified period of years. The CLOs may also contain a ramp-up feature that, for a certain period of time after the closing date, allows us to utilize unused proceeds of the CLO to acquire additional collateral to complete the CLO portfolio.
During the year ended December 31, 2025, our CLO and SASB activity was as follows:
Commercial and Residential Lending Segment
In November 2025, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2025-FL4. On the closing date, the CLO issued $1.1 billion of notes, of which $968.6 million of notes were purchased by third party investors and $135.2 million of subordinated notes were retained by us. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of 2.5 years. The CLO also contains a ramp-up feature.
In May 2025, we redeemed at par the third party financing of our STWD 2019-FL1 CLO issued in August 2019 for $220.1 million plus accrued interest.
Infrastructure Lending Segment
In October 2025, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, Starwood 2025-SIF6. On the closing date, the CLO issued $500.0 million of notes, of which $413.5 million of notes were purchased by third party investors and $86.5 million of subordinated notes were retained by us. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of three years. The CLO also contains a ramp-up feature.
In April 2025, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, Starwood 2025-SIF5. On the closing date, the CLO issued $500.0 million of notes, of which $413.5 million of notes were purchased by third party investors and $86.5 million of subordinated notes were retained by us. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of three years. The CLO also contains a ramp-up feature. In connection therewith, we redeemed at par the third party financing for our STWD 2021-SIF2 CLO issued in January 2022 for $410.0 million plus accrued interest, and contributed certain loans previously held in that CLO to Starwood 2025-SIF5.
Asset-backed Securitizations
Fundamental utilizes ABS financing in the form of net-lease mortgage notes issued under a master trust by wholly-owned consolidated special purpose vehicles (“SPVs”). Each ABS note series requires monthly principal and interest payments with a balloon payment due at maturity. In connection with the ABS notes, Fundamental is subject to various restrictive financial and nonfinancial covenants, which, among other things, require certain minimum debt service coverage ratios. Fundamental was in compliance with all such covenants as of December 31, 2025.
During the year ended December 31, 2025, ABS activity was as follows:
Property Segment
In October 2025, we refinanced a $492.1 million pool of Fundamental's net lease properties through an ABS, FI Series 2025-1, with $391.1 million of third party financing at a weighted average fixed rate of 5.26% and weighted average maturity of 6.45 years.
The CLOs, SASB and ABS SPVs are considered VIEs, for which we are deemed the primary beneficiary and therefore consolidate. Refer to Note 16 for further discussion.
The following table is a summary of our securitized financing as of December 31, 2025 and 2024 (amounts in thousands):
| December 31, 2025 | Count | Face Amount | Carrying Value | Weighted Average Rate | Maturity | ||||||||||||||||||||||||||||||
STWD 2025-FL4 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 21 | $ | 1,049,200 | $ | 1,108,352 | SOFR + 3.19% | (a) | July 2029 | (b) | ||||||||||||||||||||||||||
| Financing | 1 | 968,628 | 961,078 | SOFR + 1.85% | (c) | December 2042 | (d) | ||||||||||||||||||||||||||||
| STWD 2022-FL3 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 23 | 662,525 | 668,530 | SOFR + 2.99% | (a) | April 2027 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 505,973 | 505,973 | SOFR + 1.82% | (c) | November 2038 | (d) | ||||||||||||||||||||||||||||
| STWD 2021-HTS | |||||||||||||||||||||||||||||||||||
| Collateral assets | 1 | 102,602 | 103,101 | SOFR + 3.97% | (a) | April 2026 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 82,693 | 82,693 | SOFR + 3.80% | (c) | April 2034 | (d) | ||||||||||||||||||||||||||||
| STWD 2021-FL2 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 18 | 886,773 | 896,979 | SOFR + 3.22% | (a) | December 2026 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 674,494 | 674,494 | SOFR + 1.77% | (c) | April 2038 | (d) | ||||||||||||||||||||||||||||
Starwood 2025-SIF6 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 27 | 487,404 | 503,199 | SOFR + 3.75% | (a) | July 2031 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 413,500 | 410,792 | SOFR + 1.91% | (c) | October 2037 | (d) | ||||||||||||||||||||||||||||
| Starwood 2025-SIF5 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 29 | 444,427 | 510,441 | SOFR + 3.64% | (a) | February 2031 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 413,500 | 410,945 | SOFR + 1.94% | (c) | April 2037 | (d) | ||||||||||||||||||||||||||||
| Starwood 2024-SIF4 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 27 | 551,333 | 612,505 | SOFR + 3.69% | (a) | March 2031 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 496,200 | 493,800 | SOFR + 2.10% | (c) | October 2036 | (d) | ||||||||||||||||||||||||||||
| STWD 2024-SIF3 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 27 | 354,210 | 408,594 | SOFR + 3.78% | (a) | November 2030 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 330,000 | 330,000 | SOFR + 2.41% | (c) | April 2036 | (d) | ||||||||||||||||||||||||||||
| Subtotal - CLOs and SASB | |||||||||||||||||||||||||||||||||||
| Collateral assets | 4,538,474 | 4,811,701 | |||||||||||||||||||||||||||||||||
| Financing | 3,884,988 | 3,869,775 | |||||||||||||||||||||||||||||||||
| ABS Financing | |||||||||||||||||||||||||||||||||||
| Collateral assets | 433 | N/A | 1,927,934 | N/A | N/A | ||||||||||||||||||||||||||||||
| ABS Master Series | 4 | 1,268,328 | 1,261,678 | 5.73% | (e) | Mar 2028 to Oct 2032 | |||||||||||||||||||||||||||||
Total Securitized Financing | |||||||||||||||||||||||||||||||||||
| Collateral assets | $ | 4,538,474 | $ | 6,739,635 | |||||||||||||||||||||||||||||||
| Financing | $ | 5,153,316 | $ | 5,131,453 | |||||||||||||||||||||||||||||||
| December 31, 2024 | Count | Face Amount | Carrying Value | Weighted Average Rate | Maturity | ||||||||||||||||||||||||||||||
| STWD 2022-FL3 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 35 | $ | 921,139 | $ | 927,656 | SOFR + 3.32% | (a) | October 2026 | (b) | ||||||||||||||||||||||||||
| Financing | 1 | 764,223 | 762,992 | SOFR + 1.94% | (c) | November 2038 | (d) | ||||||||||||||||||||||||||||
| STWD 2021-HTS | |||||||||||||||||||||||||||||||||||
| Collateral assets | 1 | 174,417 | 175,338 | SOFR + 4.01% | (a) | April 2026 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 154,508 | 154,508 | SOFR + 2.81% | (c) | April 2034 | (d) | ||||||||||||||||||||||||||||
| STWD 2021-FL2 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 22 | 1,047,685 | 1,053,503 | SOFR + 3.64% | (a) | August 2026 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 829,137 | 829,137 | SOFR + 1.68% | (c) | April 2038 | (d) | ||||||||||||||||||||||||||||
| STWD 2019-FL1 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 7 | 383,853 | 385,712 | SOFR + 3.50% | (a) | August 2026 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 220,228 | 220,228 | SOFR + 2.10% | (c) | July 2038 | (d) | ||||||||||||||||||||||||||||
Starwood 2024-SIF4 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 33 | 558,707 | 609,072 | SOFR + 3.95% | (a) | June 2029 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 496,200 | 492,936 | SOFR + 2.10% | (c) | October 2036 | (d) | ||||||||||||||||||||||||||||
STWD 2024-SIF3 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 31 | 394,070 | 410,263 | SOFR + 4.01% | (a) | April 2029 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 330,000 | 327,553 | SOFR + 2.41% | (c) | April 2036 | (d) | ||||||||||||||||||||||||||||
| STWD 2021-SIF2 | |||||||||||||||||||||||||||||||||||
| Collateral assets | 30 | 500,898 | 515,425 | SOFR + 3.79% | (a) | May 2029 | (b) | ||||||||||||||||||||||||||||
| Financing | 1 | 410,000 | 409,072 | SOFR + 2.11% | (c) | January 2033 | (d) | ||||||||||||||||||||||||||||
Total Securitized Financing | |||||||||||||||||||||||||||||||||||
| Collateral assets | $ | 3,980,769 | $ | 4,076,969 | |||||||||||||||||||||||||||||||
| Financing | $ | 3,204,296 | $ | 3,196,426 | |||||||||||||||||||||||||||||||
___________________________________________________________________________________________________________________________________
(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period and excludes loans for which interest income is not recognized.
(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c)Represents the weighted-average cost of financing, inclusive of any related deferred issuance costs.
(d)Repayments of the CLOs and SASB are tied to timing of the related collateral asset repayments. The term of the CLOs and SASB financing obligations represents the legal final maturity date.
(e)Includes: (i) $390.9 million outstanding under ABS Series 2025-1 with a weighted average fixed rate of 5.26%; (ii) $240.3 million outstanding under ABS Series 2024-1 with a weighted average fixed rate of 5.03%; (iii) $313.2 million outstanding under ABS Series 2023-2 with a weighted average fixed rate of 5.89% and (iv) $323.9 million outstanding under ABS Series 2023-1 with a weighted average fixed rate of 6.65%.
We incurred issuance costs in connection with our securitized financing, which is amortized on an effective yield basis over the estimated life of the debt. For the years ended December 31, 2025, 2024 and 2023, approximately $4.2 million, $7.3 million and $8.7 million, respectively, of amortization of deferred financing costs was included in interest expense on our consolidated statements of operations. As of December 31, 2025 and 2024, our unamortized issuance costs were $21.6 million and $7.9 million, respectively.
Maturities
Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):
| Repurchase Agreements | Other Secured Financing | Securitized Financing (a) | Total | ||||||||||||||||||||
| 2026 | $ | 1,053,645 | $ | 165,524 | $ | 1,060,291 | $ | 2,279,460 | |||||||||||||||
| 2027 | 2,358,748 | 989,142 | 571,017 | 3,918,907 | |||||||||||||||||||
| 2028 | 1,489,670 | 184,734 | 212,206 | 1,886,610 | |||||||||||||||||||
| 2029 | 1,075,994 | 537,198 | 297,578 | 1,910,770 | |||||||||||||||||||
| 2030 | 2,775,491 | 1,211,713 | 1,066,593 | 5,053,797 | |||||||||||||||||||
| Thereafter | 136,544 | 802,390 | 1,945,631 | 2,884,565 | |||||||||||||||||||
| Total | $ | 8,890,092 | $ | 3,890,701 | $ | 5,153,316 | $ | 17,934,109 | |||||||||||||||
______________________________________________________________________________________________________________________
(a)For the CLOs, the above does not assume utilization of their reinvestment features. The SASB and ABS financings do not have reinvestment features.
Unsecured Senior NotesThe following table is a summary of our unsecured senior notes outstanding as of December 31, 2025 and 2024 (dollars in thousands):
| Coupon Rate | Swapped Rate (1) | Effective Rate (2) | Maturity Date | Remaining Period of Amortization | Carrying Value at | ||||||||||||||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
2027 Convertible Notes | 6.75% | N/A | 7.38% | 7/15/2027 | 1.5 years | $ | 380,750 | $ | 380,750 | ||||||||||||||||||||||||||||||||
| 2025 Senior Notes | 4.75% | SOFR + 2.64% | 5.04% | 3/15/2025 | N/A | — | 250,000 | ||||||||||||||||||||||||||||||||||
| 2026 Senior Notes | 3.63% | N/A | 3.77% | 7/15/2026 | 0.5 years | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||
| 2027 Senior Notes | 4.38% | SOFR + 2.95% | 4.49% | 1/15/2027 | 1.0 year | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||
2028 Senior Notes | 5.25% | SOFR + 1.88% | 5.49% | 10/15/2028 | 2.8 years | 500,000 | — | ||||||||||||||||||||||||||||||||||
| 2029 Senior Notes | 7.25% | SOFR + 3.25% | 7.37% | 4/1/2029 | 3.3 years | 600,000 | 600,000 | ||||||||||||||||||||||||||||||||||
| April 2030 Senior Notes | 6.00% | SOFR + 2.70% | 6.14% | 4/15/2030 | 4.3 years | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||
| July 2030 Senior Notes | 6.50% | SOFR + 2.55% | 6.64% | 7/1/2030 | 4.5 years | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||
| October 2030 Senior Notes | 6.50% | SOFR + 2.61% | 6.64% | 10/15/2030 | 4.8 years | 500,000 | — | ||||||||||||||||||||||||||||||||||
2031 Senior Notes | 5.75% | SOFR + 2.24% | 5.90% | 1/15/2031 | 5.0 years | 550,000 | — | ||||||||||||||||||||||||||||||||||
| Total principal amount | 4,330,750 | 3,030,750 | |||||||||||||||||||||||||||||||||||||||
| Unamortized discount—Convertible Notes | (4,063) | (6,399) | |||||||||||||||||||||||||||||||||||||||
| Unamortized discount—Senior Notes | (17,206) | (10,501) | |||||||||||||||||||||||||||||||||||||||
| Unamortized deferred financing costs | (25,645) | (19,168) | |||||||||||||||||||||||||||||||||||||||
| Total carrying amount | $ | 4,283,836 | $ | 2,994,682 | |||||||||||||||||||||||||||||||||||||
______________________________________________________________________________________________________________________
(1)We entered into interest rate swaps on certain of our senior notes at closing to effectively convert them to floating rates. Each of those swaps has a notional amount equal to the aggregate principal amount of the respective notes, except for the 2031 Senior Notes swap which has a notional amount of $275.0 million.
(2)Effective rate reflects the coupon rate plus the effects of underwriter purchase discount.
Senior Notes Due 2025
On December 4, 2017, we issued $500.0 million of 4.75% Senior Notes due 2025 (the “2025 Senior Notes”). On November 21, 2024, we redeemed $250.0 million of the 2025 Senior Notes and the remaining $250.0 million was repaid at maturity on March 15, 2025.
Senior Notes Due 2026
On July 14, 2021, we issued $400.0 million of 3.625% Senior Notes due 2026 (the “2026 Senior Notes”). The 2026 Senior Notes mature on July 15, 2026. On and after January 15, 2026, we may redeem some or all of the 2026 Senior Notes at a price equal to 100% of the principal amount thereof.
Senior Notes Due 2027
On January 25, 2022, we issued $500.0 million of 4.375% Senior Notes due 2027 (the “2027 Senior Notes”). The 2027 Senior Notes mature on January 15, 2027. Prior to July 15, 2026, we may redeem some or all of the 2027 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after July 15, 2026, we may redeem some or all of the 2027 Senior Notes at a price equal to 100% of the principal amount thereof.
Senior Notes Due 2028
On October 6, 2025, we issued $500.0 million of 5.25% Senior Notes due 2028 (the “2028 Senior Notes”). The 2028 Senior Notes mature on October 15, 2028. Prior to July 15, 2028, we may redeem some or all of the 2028 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after July 15, 2028, we may redeem some or all of the 2028 Senior Notes at a price equal to 100% of the principal amount thereof. In addition, prior to July 15, 2028, we may redeem up to 40% of the 2028 Senior Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due 2029
On March 27, 2024, we issued $600.0 million of 7.25% Senior Notes due 2029 (the “2029 Senior Notes”). The 2029 Senior Notes mature on April 1, 2029. Prior to October 1, 2028, we may redeem some or all of the 2029 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after October 1, 2028, we may redeem some or all of the 2029 Senior Notes at a price equal to 100% of the principal amount thereof. In addition, prior to April 1, 2027, we may redeem up to 40% of the 2029 Senior Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due April 2030
On October 10, 2024, we issued $400.0 million of 6.00% Senior Notes due 2030 (the “April 2030 Senior Notes”). The April 2030 Senior Notes mature on April 15, 2030. Prior to October 15, 2029, we may redeem some or all of the April 2030 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after October 15, 2029, we may redeem some or all of the April 2030 Senior Notes at a price equal to 100% of the principal amount thereof. In addition, prior to October 15, 2027, we may redeem up to 40% of the April 2030 Senior Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due July 2030
On December 27, 2024, we issued $500.0 million of 6.50% Senior Notes due 2030 (the “July 2030 Senior Notes”). The July 2030 Senior Notes mature on July 1, 2030. Prior to January 1, 2030, we may redeem some or all of the July 2030 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after January 1, 2030, we may redeem some or all of the July 2030 Senior Notes at a price equal to 100% of the principal amount thereof. In addition, prior to January 1, 2028, we may redeem up to 40% of the July 2030 Senior Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due October 2030
On April 8, 2025, we issued $500.0 million of 6.50% Senior Notes due 2030 (the “October 2030 Senior Notes”). The October 2030 Senior Notes mature on October 15, 2030. Prior to April 15, 2030, we may redeem some or all of the October 2030 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after April 15, 2030, we may redeem some or all of the October 2030 Senior Notes at a price equal to 100% of the principal amount thereof. In addition, prior to April 15, 2028, we may redeem up to 40% of the October 2030 Senior Notes at the applicable redemption price using the proceeds of certain equity offerings.
Senior Notes Due 2031
On October 14, 2025, we issued $550.0 million of 5.75% Senior Notes due 2031 (the “2031 Senior Notes”). The 2031 Senior Notes mature on January 15, 2031. Prior to July 15, 2030, we may redeem some or all of the 2031 Senior Notes at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable date of redemption. On and after July 15, 2030, we may redeem some or all of the 2031 Senior Notes at a price equal to 100% of the principal amount thereof. In addition, prior to January 15, 2029, we may redeem up to 40% of the 2031 Senior Notes at the applicable redemption price using the proceeds of certain equity offerings.
Our unsecured senior notes contain certain financial tests and covenants. As of December 31, 2025, we were in compliance with all such covenants.
Convertible Notes
In July 2023, we issued $380.8 million of 6.75% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) for net proceeds of $371.2 million. The notes mature on July 15, 2027.
We recognized interest expense from our Convertible Notes (including prior convertible notes repaid during 2023) of $28.2 million, $28.1 million and $16.6 million, respectively, during the years ended December 31, 2025, 2024 and 2023.
The following table details the conversion attributes of our Convertible Notes outstanding as of December 31, 2025 (amounts in thousands, except rates):
| December 31, 2025 | |||||||||||
| Conversion | Conversion | ||||||||||
| Rate (1) | Price (2) | ||||||||||
| 2027 Convertible Notes | 48.1783 | $ | 20.76 | ||||||||
______________________________________________________________________________________________________________________
(1)The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2027 Convertible Notes converted, as adjusted in accordance with the indenture governing the 2027 Convertible Notes (including the applicable supplemental indenture).
(2)As of December 31, 2025, the market price of the Company’s common stock was $18.01.
The if-converted value of the 2027 Convertible Notes was less than their principal amount by $50.4 million at December 31, 2025 as the closing market price of the Company’s common stock of $18.01 was less than the implicit conversion price of $20.76 per share. The if-converted value of the principal amount of the 2027 Convertible Notes was $330.4 million as of December 31, 2025. As of December 31, 2025, the net carrying amount and fair value of the 2027 Convertible Notes was $376.4 million and $391.9 million, respectively.
Upon conversion of the 2027 Convertible Notes, settlement may be made in common stock, cash or a combination of both, at the option of the Company.
Conditions for Conversion
Prior to January 15, 2027, the 2027 Convertible Notes will be convertible only upon satisfaction of one or more of the following conditions: (1) the closing market price of the Company’s common stock is at least 110% of the conversion price of the 2027 Convertible Notes for at least 20 out of 30 trading days prior to the end of the preceding fiscal quarter, (2) the trading price of the 2027 Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the Company’s common stock during any consecutive trading day period, (3) the Company issues certain equity instruments at less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the market price of the Company’s common stock by more than 10% or (4) certain other specified corporate events (significant consolidation, sale, merger, share exchange, fundamental change, etc.) occur.
On or after January 15, 2027, holders of the 2027 Convertible Notes may convert each of their notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2017 | Feb 28, 2018 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.