What voting agreement related to Brookfield Real Estate Income Trust shares is described in this 13D/A?

The filing describes a voting agreement between Brookfield Corporation and Brookfield Wealth Solutions Ltd. Decisions on voting shares indirectly held by Brookfield Wealth Solutions and its subsidiaries must be made jointly by the relevant subsidiary and Brookfield Corporation, aligning how those shares are voted on issuer matters.

Brookfield (BN) restructures entities, updates major stake in Brookfield REIT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Brookfield Corporation and affiliated entities filed an amended beneficial ownership report for Brookfield Real Estate Income Trust Inc. following an internal reorganization effective April 20, 2026. The change adds Brookfield Wealth Solutions Ltd. as a reporting person and removes several prior Brookfield reporting entities.

As of April 20, 2026, Brookfield Corporation is deemed to beneficially own 31,010,305 shares, or 33.90%, of the REIT’s common stock, assuming 91,466,994 shares outstanding. BUSI II‑C L.P. and Brookfield Wealth Solutions Ltd. each report 30,606,146 shares, or 33.46%. Smaller stakes are held by BIM Capital LLC and Brookfield REIT Adviser LLC.

The filing explains that shares were acquired mainly through redemption of operating partnership units, fee payments in stock, and reinvestment of distributions under the REIT’s distribution reinvestment plan. It also describes a voting agreement requiring Brookfield Corporation and Brookfield Wealth Solutions Ltd. to make joint voting decisions on certain shares.

Key Figures

Brookfield Corporation beneficial ownership: 31,010,305 shares (33.90%) BUSI II-C L.P. holdings: 30,606,146 shares (33.46%) Brookfield Wealth Solutions Ltd. holdings: 30,606,146 shares (33.46%) +5 more

8 metrics

Brookfield Corporation beneficial ownership 31,010,305 shares (33.90%) Brookfield Real Estate Income Trust common stock as of April 20, 2026

BUSI II-C L.P. holdings 30,606,146 shares (33.46%) Issuer common stock as of April 20, 2026

Brookfield Wealth Solutions Ltd. holdings 30,606,146 shares (33.46%) Issuer common stock as of April 20, 2026

Shares outstanding 91,466,994 shares Brookfield Real Estate Income Trust as of April 20, 2026

BUSI II-C redemptions of OP Units 26,862,938 Class I shares; 2,353,305 Class E shares Shares issued upon redemption of Operating Partnership units

BUSI II-C DRIP reinvestments 801,112 Class I; 588,791 Class E shares Shares received via distribution reinvestment plan

BIM Capital cash purchase $716,701 for 54,430 Class E shares Cash-funded acquisition of issuer shares

Adviser management fee shares Feb–Apr 2026 105,895; 106,210; 105,505 Class I shares Issuer shares issued as management fee payments

Key Terms

beneficial owner, distribution reinvestment plan, Advisory Agreement, voting agreement, +1 more

5 terms

beneficial owner financial

"BCORP indirectly owns and controls BNT, BUSI II-C, BUSI II-C GP, BIM and the Adviser and is the ultimate beneficial owner of the shares directly held"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

distribution reinvestment plan financial

"received upon the reinvestment of distributions pursuant to the Issuer's distribution reinvestment plan (the "DRIP")"

An automatic program that uses cash distributions—such as dividends or other payouts—from a stock or fund to buy additional shares of the same security instead of handing out cash to the investor. Think of it like using store credit you’d otherwise pocket to buy more items: it makes your holding grow over time without you having to manually reinvest, which can compound returns, reduce transaction costs and change the timing of taxable income.

Advisory Agreement financial

"received as payment of management fees under the terms of the Advisory Agreement (as defined below)"

voting agreement financial

"subject to a voting agreement between BCORP and BNT whereby BCORP and BNT agreed that all decisions to be made with respect to the voting of the Shares"

Schedule 13D regulatory

"This is being filed by each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

04/22/2026 - 09:43 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

BROOKFIELD REAL ESTATE INCOME TRUST INC.

(Name of Issuer)

Class I, Class S, Class D and Class T common stock, par value $0.01 per share; Class C and Class E common stock, no par value per share

(Title of Class of Securities)

000000000

(CUSIP Number)

Swati Mandava
Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100
Toronto, A6, M5J 2T3
(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class I, Class S, Class D and Class T common stock, par value $0.01 per share; Class C and Class E common stock, no par value per share

(b)

Name of Issuer:

BROOKFIELD REAL ESTATE INCOME TRUST INC.

(c)

Address of Issuer's Principal Executive Offices:

Brookfield Place, 225 Liberty Street, 8th Floor, New York, NEW YORK , 10281.

Item 1 Comment:

EXPLANATORY NOTE This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the statement on Schedule 13D initially filed on December 2, 2025 (the "Original Schedule 13D") by Brookfield Corporation, BUSI II GP-C LLC, BUSI II-C L.P. BIM Capital LLC Brookfield REIT Adviser LLC and other Brookfield entities, as amended by that Amendment No. 1 to the Original Schedule 13D filed on December 23, 2025 (collectively, the "Schedule 13D"). The purpose of filing this Amendment No. 2 is to reflect an internal reorganization which will add Brookfield Wealth Solutions Ltd. as a reporting person and to remove all other Brookfield entities that were included on Amendment No. 1 but are not part of this Amendment Number 2. This includes Brookfield Holdings Canada Inc., Brookfield Corporate Treasury Ltd., Brookfield Oaktree Holdings Canada Inc., Brookfield Oaktree Holdings, LLC, OCG NTR Holdings, LLC, OCG NTR Holdings Sub LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset Management Ltd., Brookfield Asset Management ULC, Brookfield US Holdings Inc., Brookfield US Inc., Brookfield Property Master Holdings LLC, Brookfield Property Group LLC and Brookfield Public Securities Group Holdings LLC (collectively, the "Exiting Reporting Persons). This serves as an original filing for Brookfield Wealth Solutions Ltd., an exit filing for the Exiting Reporting Persons, and an amendment for all other reporting persons. Unless otherwise amended or supplemented by this Amendment No. 2, the information in the Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. This Schedule 13D and Amendment No. 2 relate to Class I common stock, par value $0.01 per share, Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, Class T common stock, par value $0.01 per share, Class C common stock, no par value per share, and Class E common stock, no par value per share (the "Shares") of Brookfield Real Estate Income Trust Inc., a Maryland corporation (the "Issuer"), having its principal executive offices at 225 Liberty Street, 8th Floor, New York, New York 10281.

Item 2.

Identity and Background

(a)

Item 2 of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (i) Brookfield Corporation ("BCORP"), an Ontario corporation; (ii) Brookfield Wealth Solutions Ltd. ("BNT"), a Bermuda corporation; (iii) BUSI II-C L.P. ("BUSI II-C"), a Delaware limited partnership; (iv) BUSI II GP-C LLC ("BUSI II-C GP"), a Delaware limited liability company; (v) BIM Capital LLC ("BIM"), a Delaware limited liability company; and (vi) Brookfield REIT Adviser LLC (the "Adviser"), a Delaware limited liability company. Schedule I hereto, with respect to BCORP, and Schedule II hereto, with respect to BNT, set forth a list of all the directors and executive officers or persons holding equivalent positions (the "Scheduled Persons") of each such Reporting Persons and their respective principal occupation, address and citizenship. BUSI II-C GP is the general partner of BUSI II-C. BCORP indirectly owns and controls BNT, BUSI II-C, BUSI II-C GP, BIM and the Adviser and is the ultimate beneficial owner of the shares directly held by BUSI II-C, BIM and the Adviser. BCORP and BNT have entered into a voting agreement as more fully discussed in Item 6 of this Schedule 13D.

(b)

The principal business address of BCORP is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario, Canada M5J 2T3. The principal business address of BNT is Ideation House, First Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda. The principal business address of each of BUSI II-C, BUSI II-C GP, BIM and the Adviser is 225 Liberty Street, 8th Floor, New York, New York 10281.

(c)

The principal business of BCORP is to deploy capital, allocated across three businesses of asset management, wealth solutions and operating businesses, on a value basis and compounding capital over the long term, and serving as a holder of common shares of Brookfield Holdings Canada Inc., an ownership interest in Brookfield Asset Management Ltd. ("BAM") and special tracking preferred shares and Class B senior preferred shares of Brookfield US Holdings Inc. The principal business of BNT is an insurance holding company. The principal business of BUSI II GP-C is performing the functions of, and serving as, the general partner of BUSI II-C. The principal business of BUSI II-C is performing the functions of, and serving as, an equity holder of the Issuer. The principal business of BIM is to serve as an intermediary vehicle to hold cash and securities for various funds that comprise the Public Securities Group of BAM. The principal business of the Adviser is performing the functions of, and serving as, the external adviser of the Issuer.

(d)

During the last five years, none of the Reporting Persons and, to the Reporting Persons' knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e)

See Item 2(d) above.

(f)

Schedules I and II hereto set forth the citizenships of each of the Scheduled Persons who is a natural person.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows: BUSI II-C acquired the 30,606,146 Shares it directly holds as follows: (i) 26,862,938 Class I Shares issued upon the redemption of Class I-1 units ("OP Units") of Brookfield REIT Operating Partnership L.P. (the "Operating Partnership"), (ii) 2,353,305 Class E Shares issued upon the redemption of Class E OP Units, and (iii) 801,112 Class I Shares and 588,791 Class E Shares received upon the reinvestment of distributions pursuant to the Issuer's distribution reinvestment plan (the "DRIP"). BIM acquired the 74,789 Shares it directly holds as follows: (i) paying $716,701 in cash, funded from cash on hand, for 54,430 Class E Shares, and (ii) 20,359 Class E Shares received upon the reinvestment of distributions pursuant to the DRIP. The Adviser acquired the 329,370 Shares it directly holds as follows: (i) 264,971 Class I Shares received as payment of management fees under the terms of the Advisory Agreement (as defined below), and (ii) 64,399 Class I Shares received upon the reinvestment of distributions pursuant to the DRIP.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following new paragraph: On April 20, 2026, BCORP underwent an internal reorganization whereby BNT became a beneficial owner of the Issuer, and the Exiting Reporting Persons are no longer Reporting Persons of the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5 of the Schedule 13D is hereby amended and restated as follows: Calculations of the percentage of Shares beneficially owned assumes that there were 91,466,994 Shares outstanding as of April 20, 2026. As of April 20, 2026, (i) BUSI II-C directly holds 30,606,146 Shares, 27,664,050 of which are designated as Class I Shares and 2,942,096 of which are designated as Class E Shares; (ii) BIM directly holds 74,789 Shares, all of which are designated as Class E Shares; and (iii) the Adviser directly holds 329,370 Shares, all of which are designated as Class I Shares. The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of each of the cover pages of this Schedule 13D, and are incorporated herein by reference. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than BUSI II-C, BIM, and the Adviser to the extent they directly hold the Issuer securities reported on this Schedule 13D) is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) of the Act.

(b)

See Item 5(a) above.

(c)

Except as set forth below, none of the Reporting Persons have engaged in any transaction during the past 60 days from April 20, 2026 in any Shares. On January 29, 2026, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on January 29, 2026 and were paid on or about February 20, 2026. With respect to the Shares directly held by BUSI II-C, BIM and the Adviser, these distributions were reinvested in additional Class E Shares and Class I Shares, respectively, pursuant to the DRIP. On February 26, 2026, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on February 26, 2026 and were paid on or about March 20, 2026. With respect to the Shares directly held by BUSI II-C, BIM and the Adviser, these distributions were reinvested in additional Class E Shares and Class I Shares, respectively, pursuant to the DRIP. On March 30, 2026, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on March 30, 2026 and were paid on or about April 20, 2026. With respect to the Shares directly held by BUSI II-C, BIM and the Adviser, these distributions were reinvested in an additional Class E Shares and Class I Shares, respectively, pursuant to the DRIP. Pursuant to the terms of the Advisory Agreement, the Adviser has elected to receive its management fee to date in Shares of the Issuer. As payment of its management fee under the terms of the Advisory Agreement, on February 20, 2026, March 20, 2026 and April 20, 2026, the Issuer issued 105,895 Class I Shares, 106,210 Class I Shares and 105,505 Class I Shares, respectively, to the Adviser. On March 31, 2026, the Adviser redeemed 314,545 Class I Shares.

(d)

The information in Item 4 of this Schedule 13D is incorporated herein by reference. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein as beneficially owned by the Reporting Persons.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to add the following: Voting Agreement The Shares directly held by BUSI II-C and indirectly held by BNT are subject to a voting agreement between BCORP and BNT whereby BCORP and BNT agreed that all decisions to be made with respect to the voting of the Shares indirectly held by BNT and its subsidiaries will be made jointly by mutual agreement of the applicable BNT subsidiary and BCORP. The foregoing description of the voting agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which was attached hereto and incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following: 1. Joint Filing Agreement, dated April 22, 2026, among the Reporting Persons* 2. Voting Agreement, dated April 20, 2026, by and between Brookfield Corporation and Brookfield Wealth Solutions Ltd.* *Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BROOKFIELD CORPORATION

Signature:	By: /s/ Swati Mandava
Name/Title:	Swati Mandava, Managing Director, Legal & Regulatory
Date:	04/22/2026

BROOKFIELD WEALTH SOLUTIONS LTD.

Signature:	Seamus MacLoughlin
Name/Title:	Seamus MacLoughlin, Secretary
Date:	04/22/2026

BUSI II-C L.P.

Signature:	by its general partner, BUSI II GP-C LLC, By: /s/ Michelle Campbell
Name/Title:	Michelle Campbell, Secretary
Date:	04/22/2026

BUSI II GP-C LLC

Signature:	By: /s/ Michelle Campbell
Name/Title:	Michelle Campbell, Secretary
Date:	04/22/2026

BIM CAPITAL LLC

Signature:	By: /s/ Michelle Campbell
Name/Title:	Michelle Campbell, Attorney-in-Fact
Date:	04/22/2026

BROOKFIELD REIT ADVISER LLC

Signature:	By: /s/ Michelle Campbell
Name/Title:	Michelle Campbell, Attorney-in-Fact
Date:	04/22/2026

Source: View Original Filing on SEC EDGAR

FAQ

What does Brookfield Corporation disclose in this Schedule 13D/A about Brookfield Real Estate Income Trust (BN)?

Brookfield reports an updated ownership structure in Brookfield Real Estate Income Trust after an internal reorganization. The amendment details which Brookfield entities are now reporting persons, their shareholdings, how shares were acquired, and new voting arrangements between Brookfield Corporation and Brookfield Wealth Solutions Ltd.

How many Brookfield Real Estate Income Trust shares does Brookfield Corporation beneficially own?

Brookfield Corporation is deemed to beneficially own 31,010,305 shares, representing 33.90% of the REIT’s common stock. This percentage is based on 91,466,994 total shares outstanding as of April 20, 2026, using figures provided by Brookfield Real Estate Income Trust.

What stake do BUSI II-C L.P. and Brookfield Wealth Solutions Ltd. report in Brookfield Real Estate Income Trust?

BUSI II-C L.P. and Brookfield Wealth Solutions Ltd. each report beneficial ownership of 30,606,146 shares, or 33.46% of the REIT’s common stock. These percentages also rely on the 91,466,994 outstanding shares figure as of April 20, 2026, disclosed by the issuer.

How were Brookfield’s shares in Brookfield Real Estate Income Trust acquired according to the filing?

BUSI II-C received most of its 30,606,146 shares through redemptions of operating partnership units and reinvested distributions. BIM Capital LLC paid $716,701 in cash for 54,430 Class E shares, while Brookfield REIT Adviser LLC received Class I shares as management fees and through distribution reinvestment.

What is the role of the distribution reinvestment plan in Brookfield’s REIT holdings?

The distribution reinvestment plan (DRIP) reinvests cash distributions into additional shares. BUSI II-C and BIM received extra Class I and Class E shares through the DRIP, and the Adviser reinvested distributions into Class I shares. This mechanism increased Brookfield-affiliated holdings over time without separate cash purchases.

Did Brookfield entities transact in Brookfield Real Estate Income Trust shares in early 2026?

Yes. Distributions declared in January, February, and March 2026 were reinvested into additional shares under the DRIP. The Adviser received Class I shares as management fees on February 20, March 20, and April 20, 2026, and on March 31, 2026, it redeemed 314,545 Class I shares.