Blackstone REIT sells $21.6M in private share offering

Q: How many BSTT shares were sold, and for what amount?

Blackstone Real Estate Income Trust sold 1,458,820 Class S-2 shares on October 1, 2026, for aggregate consideration of $21,550,813.

The continuous private offering was directed to investors meeting the accredited-investor definition under Regulation D.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. (BSTT) sold 1,458,820 unregistered Class S-2 shares on October 1, 2026, for aggregate consideration of $21,550,813. The sale was part of the company’s continuous private offering and was exempt from Securities Act registration under Section 4(a)(2) and Regulation D.

Filing Explained

The sale of 1,458,820 additional Class S-2 shares increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Class S-2 shares sold: 1,458,820 shares Aggregate consideration: $21,550,813 Sale date: October 1, 2026

3 metrics

Class S-2 shares sold 1,458,820 shares October 1, 2026

Aggregate consideration $21,550,813 Sale of Class S-2 shares

Sale date October 1, 2026 Class S-2 share sale

Key Terms

continuous private offering, accredited investors, Section 4(a)(2), Regulation D

4 terms

continuous private offering financial

"part of the Company’s continuous private offering"

accredited investors regulatory

"investors that are accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and Regulation D thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BSTT shares were sold, and for what amount?

Blackstone Real Estate Income Trust sold 1,458,820 Class S-2 shares on October 1, 2026, for aggregate consideration of $21,550,813.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 04:17 PM Accepted by SEC EDGAR 10/05/2026 - 04:17 PM

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): October 1, 2026

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

On October 1, 2026, Blackstone Real Estate Income Trust, Inc. (the “Company”) sold unregistered shares of the Company’s common stock (the “Shares”) for aggregate consideration of approximately $21.6 million.

The following table details the Shares sold:

Title of Securities

Number of Shares Sold

Aggregate Consideration(1)

Class S-2 Shares

1,458,820

$21,550,813


(1)			Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $146,709. The purchase price was equal to the net asset value per Class S-2 share as of August 31, 2026, plus applicable upfront selling commissions. All of the upfront selling commissions were retained by, or reallowed (paid) to, participating broker-dealers.

The offer and sale of the Shares were made as part of the Company’s continuous private offering to investors that are accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and were exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) and Regulation D thereunder.

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: October 5, 2026

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents