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Bluerock Private Real Estate Fund, a registered closed-end fund and Well-Known Seasoned Issuer qualified under Instruction A.2, filed Post-Effective Amendment No. 2 to its Form N-2 registration statement under Rule 462(d) solely to update exhibits; all prior disclosure remains in effect and the amendment is effective upon filing.
The fund may offer its securities on a delayed or continuous basis in reliance on Rule 415. Estimated offering-related expenses total $115,000, including $100,000 of legal fees, $10,000 of printing fees, and $5,000 of accounting fees. As of August 4, 2026, there were 1,969 record holders of common shares and no preferred shareholders. The fund describes indemnification limits under its Declaration of Trust and underwriting agreement and maintains insurance for certain trustees, officers, employees, and agents, subject to Securities Act public policy constraints.
Saba Capital Management, L.P., Saba Capital Management GP, LLC and Boaz R. Weinstein jointly reported beneficial ownership of 7,201,382 common shares of Bluerock Private Real Estate Fund, representing 5.03% of the class based on 143,044,372.357 shares outstanding as of 6/15/26. The group has shared voting and dispositive power over these shares and paid approximately $106,365,405 to acquire them.
The investment was made in the ordinary course for investment purposes, and the reporting persons state they believe the shares are undervalued and present an attractive opportunity. They may discuss with the fund’s board, management and other shareholders topics including business strategy, governance, capitalization, the fund’s trading discount to net asset value, its open- or closed-end structure and timing of any potential liquidation. They may also propose shareholder actions or board nominees, solicit proxies, or change their position by buying more shares, selling, or using hedging or short-selling strategies, while noting they have no agreements with third parties regarding joint action on these shares.
Bluerock Private Real Estate Fund reports that Chief Investment Officer Ryan S. MacDonald acquired an aggregate 2,540 Common Shares of Beneficial Interest in two code J “other” transactions on July 17 and July 21, 2026, at prices of $12.908 and $12.50 per share, respectively. These restructuring-classified acquisitions were reported as directly owned and were not marked as made under a Rule 10b5-1 trading plan.
Bluerock Private Real Estate Fund reports that trustee Ramin Kamfar engaged in an other acquisition transaction (code J) on 2026-07-17, acquiring 1,935 Common Shares of Beneficial Interest at $12.93 per share. After this restructuring-type transaction, he holds 1,935 shares directly, and the filing’s Rule 10b5-1 checkbox is not marked.
Bluerock Private Real Estate Fund entered into a new Administrative Services Agreement with its adviser, Bluerock Fund Advisor, LLC, effective July 1, 2026. The adviser will provide administration, property-level, governance, compliance, exchange reporting, and other services related to the Fund’s growing direct real estate portfolio, separate from its existing investment management role.
The Fund will pay an Administrative and Accounting Services Fee at an annual rate of 0.20% of average managed assets, calculated and paid monthly, with “managed assets” defined to include net assets plus borrowings and preferred stock liquidation preference. The adviser has elected to voluntarily waive the portion of this fee tied to assets invested in Institutional Investment Funds, which based on holdings as of July 1, 2026 would amount to approximately 53% of the fee.
The Fund also reported progress on its rotation into direct real estate, stating it has closed approximately $250 million of direct real estate investments and has about $450 million of additional direct real estate investments under contract or in its investment pipeline. The agreement continues until terminated and may be ended on 60 days’ written notice by the independent trustees, shareholders, or the adviser.
Bluerock Private Real Estate Fund is asking shareholders to vote at a virtual annual meeting on August 4, 2026 at 10:00 a.m. Eastern Time. Shareholders of record on June 15, 2026 will consider two items: re‑electing I. Bobby Majumder and Romano Tio as Class I Trustees through the 2029 annual meeting, and ratifying Cohen & Company, Ltd. as independent registered public accounting firm for the fiscal year ending September 30, 2026. The Board, including all Independent Trustees, unanimously recommends voting FOR both proposals. The proxy also explains the Fund’s governance structure, Board committees, trustee qualifications, trustee compensation and ownership. It highlights recently adopted control share provisions under Delaware law and Fund‑specific ownership limits that cap individual beneficial ownership at 4.9% of shares in the first year after NYSE listing and 9.9% thereafter.
Bluerock Private Real Estate Fund disclosed that a family trust associated with trustee Ramin Kamfar made an open-market purchase of additional fund shares. On the reported date, the trust bought 1,667 Common Shares of Beneficial Interest at $15.00 per share, bringing its indirect holdings to 25,005 shares in total.
Bluerock Private Real Estate Fund filed a Post-Effective Amendment No. 1 to its Form N-2 under Rule 462(d), submitted to add exhibits to the Registrant's registration statement and which became effective upon filing. The amendment incorporates the existing registration statement by reference and attaches supplements for the Fund's 7.00% Series A and 7.00% Series B Convertible and Perpetual Preferred Shares.
Bluerock Private Real Estate Fund is offering up to 25,000,000 preferred shares across multiple series with an aggregate liquidation preference of $250,000,000. The Offered Preferred Shares pay a 7.00% annual dividend ($0.70 per share) and carry a $10.00 liquidation preference. Conversions are permitted as Holder Optional Conversions (semi-monthly) and as Issuer Optional Conversions (beginning two years after issuance) with cash and/or common-share settlement formulas tied to VWAP or NAV. NAV per common share was $23.52 as of May 1, 2026 and the last reported NYSE close was $16.68, a 29.09% discount to NAV. Estimated proceeds before expenses are $227,500,000 and estimated offering expenses are approximately $25.625M.