Brookfield units receive fee shares in real estate REIT

Brookfield Real Estate Income Trust Inc. reported that Brookfield REIT Adviser LLC received 106,210.226 shares of Class I Common Stock as payment of a monthly management fee.

Accepted by SEC EDGAR 03/24/2026 - 03:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Brookfield Real Estate Income Trust Inc. reported that Brookfield REIT Adviser LLC received 106,210.226 shares of Class I Common Stock as payment of a monthly management fee. After this issuance, the adviser holds 535,323.345 shares. These shares are held directly by the adviser and indirectly through a chain of affiliated Brookfield entities, which each disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

Other: 106,210.226 shares

Other 1 txn

Insider Brookfield Asset Management Ltd., BROOKFIELD Corp /ON/, Brookfield Asset Management ULC, Brookfield US Holdings Inc., Brookfield US Inc., Brookfield Property Master Holdings LLC, Brookfield Property Group LLC, Brookfield REIT Adviser LLC

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Class I Common Stock	106,210.226	$10.3602	$1.10M

Holdings After Transaction: Class I Common Stock — 535,323.345 shares (Indirect, Held by Brookfield REIT Adviser LLC)

Footnotes (4)

1. F1. Reflects shares issued to Brookfield REIT Adviser LLC (the "Adviser") by the Issuer as payment of the monthly management fee as compensation for the services the Adviser provides to the Issuer, pursuant to, and subject to the terms and conditions of, the advisory agreement among the Adviser, Brookfield REIT Operating Partnership L.P. and the Issuer.
2. F2. These shares are held directly by the Adviser and indirectly by Brookfield Corporation ("BCORP"), Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI"), Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). BCORP is a holder of common shares of BAM-ULC, an ownership interest in BAM and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of BPM Holdings. BPM Holdings is the sole member of BPG, which is the managing member of the Adviser.
3. F3. Includes shares of the Issuer's common stock issued pursuant to the Issuer's distribution reinvestment plan.
4. F4. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

FAQ

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What insider transaction did Brookfield Asset Management (BAM) report in this Form 4?

The filing reports that Brookfield REIT Adviser LLC received 106,210.226 shares of Class I Common Stock as a management fee. These shares were issued by Brookfield Real Estate Income Trust Inc. as monthly compensation for advisory services under an existing advisory agreement.

Who holds the Brookfield Real Estate Income Trust Inc. shares reported for BAM?

The shares are held directly by Brookfield REIT Adviser LLC and indirectly by several Brookfield affiliates, including Brookfield Corporation and Brookfield Asset Management entities. Each reporting person disclaims beneficial ownership beyond its pecuniary interest in the securities reported in the Form 4 filing.

How many Brookfield Real Estate Income Trust Inc. shares does the adviser hold after this transaction?

Following the transaction, Brookfield REIT Adviser LLC holds 535,323.345 shares of Class I Common Stock. This total includes the 106,210.226 shares issued as payment of the monthly management fee and other shares, including those received through the distribution reinvestment plan.

Was the Brookfield (BAM) Form 4 transaction an open-market buy or sell?

No, the transaction was not an open-market trade. The 106,210.226 shares were issued by Brookfield Real Estate Income Trust Inc. to Brookfield REIT Adviser LLC as compensation for advisory services, categorized as an “other” transaction rather than a market purchase or sale.

Why did Brookfield REIT Adviser LLC receive shares instead of cash for its fee?

The adviser received shares as payment of the monthly management fee under an advisory agreement with Brookfield Real Estate Income Trust Inc. The agreement allows fees to be paid in stock, aligning compensation with the issuer’s equity instead of solely using cash payments.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brookfield Asset Management Ltd.

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10281

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class I Common Stock	03/20/2026		J(1)		106,210.226	A	$10.3602(1)	535,323.345	I	Held by Brookfield REIT Adviser LLC(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Brookfield Asset Management Ltd.

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10281

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO ONTARIO, CANADA M5J 2T3

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Asset Management ULC

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO ONTARIO, CANADA M5J 2T3

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield US Holdings Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO ONTARIO, CANADA M5J 2T3

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10281

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Property Master Holdings LLC

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10281

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Property Group LLC

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10281

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield REIT Adviser LLC

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10281

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects shares issued to Brookfield REIT Adviser LLC (the "Adviser") by the Issuer as payment of the monthly management fee as compensation for the services the Adviser provides to the Issuer, pursuant to, and subject to the terms and conditions of, the advisory agreement among the Adviser, Brookfield REIT Operating Partnership L.P. and the Issuer.

2. These shares are held directly by the Adviser and indirectly by Brookfield Corporation ("BCORP"), Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI"), Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). BCORP is a holder of common shares of BAM-ULC, an ownership interest in BAM and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of BPM Holdings. BPM Holdings is the sole member of BPG, which is the managing member of the Adviser.

3. Includes shares of the Issuer's common stock issued pursuant to the Issuer's distribution reinvestment plan.

4. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	Brookfield REIT Adviser LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact	03/24/2026
	Brookfield Property Group LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact	03/24/2026
	Brookfield Property Master Holdings LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact	03/24/2026
	Brookfield US Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary	03/24/2026
	Brookfield US Holdings Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Vice President & Secretary	03/24/2026
	Brookfield Asset Management ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Vice President & Secretary	03/24/2026
	Brookfield Asset Management Ltd., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director, Legal & Regulatory and Corporate Secretary	03/24/2026
	Brookfield Corporation, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory	03/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)