Blackstone Real Estate Income Trust (BSTT) records private Class C stock sale

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported an unregistered sale of its Class C common stock to a feeder vehicle on December 12, 2025. The company issued 121,590 Class C shares for total consideration of $1,948,743 in a private transaction structured through a feeder that offers interests to certain non-U.S. persons.

The transaction relied on exemptions from Securities Act registration under Section 4(a)(2) and Regulation S, so the shares were sold without a public offering and are subject to the regulatory framework governing private and offshore offerings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2025

Blackstone Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-55931

81-0696966

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS. Employer Identification No.)

345 Park Avenue

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 583-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities

Class C Common Stock

On December 12, 2025, Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), sold unregistered shares (the “Shares”) of the Company’s Class C common stock to a feeder vehicle primarily created to hold the Company's Class I common stock and Class C common stock, which in turn offers interests in itself to certain non-U.S. persons. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Regulation S thereunder. The following table details the Shares sold to such feeder vehicle:

Date of Unregistered Sale

Number of Class C Common Shares Issued to Feeder Vehicle

Consideration

December 12, 2025

121,590

$1,948,743

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

Date: December 17, 2025

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

FAQ

What did Blackstone Real Estate Income Trust (BSTT) disclose in this 8-K?

Blackstone Real Estate Income Trust, Inc. disclosed an unregistered sale of Class C common stock to a feeder vehicle on December 12, 2025.

How many Class C shares did BSTT sell and for how much?

The company issued 121,590 Class C common shares for total consideration of $1,948,743 in this private transaction.

Who purchased the Class C common stock from BSTT?

The shares were sold to a feeder vehicle primarily created to hold the company’s Class I and Class C common stock and to offer interests to certain non-U.S. persons.

Was the BSTT Class C share sale registered with the SEC?

No. The Class C share sale was unregistered and relied on exemptions from registration under Section 4(a)(2) and Regulation S of the Securities Act of 1933.

What type of security did BSTT issue in this transaction?

Blackstone Real Estate Income Trust, Inc. issued Class C common stock as part of this unregistered equity sale.

How is the feeder vehicle related to BSTT’s investors?

The feeder vehicle primarily holds Class I and Class C common stock of the company and in turn offers interests in itself to certain non-U.S. persons.