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Blackstone Real Estate Income Trust (BSTT) raises $42.5M in unregistered Class S-2 share sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported an unregistered equity sale on July 1, 2026. The company sold 2,931,697 Class S-2 common shares in a private transaction to accredited investors, receiving aggregate consideration of about $42.5 million.

The sale was conducted as part of the company’s continuous private offering and relied on exemptions from SEC registration under Section 4(a)(2) and Regulation D of the Securities Act. These shares were not registered for public sale and were sold only to qualified institutional or high net worth investors.

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Insights

Routine private capital raise of $42.5M via unregistered Class S-2 shares.

Blackstone Real Estate Income Trust completed a private sale of $42.5M in Class S-2 shares to accredited investors under Regulation D. This follows a continuous private-offering model typical for non-traded REITs seeking steady equity inflows.

The transaction is exempt from Securities Act registration under Section 4(a)(2) and targets sophisticated investors only. As disclosed, this is an administrative capital-raising step rather than a strategic shift, so its significance depends mainly on the trust’s broader fundraising pace and deployment, which are not detailed here.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Class S-2 shares sold 2,931,697 shares Unregistered sale on July 1, 2026
Aggregate consideration $42,508,936 Proceeds from Class S-2 share sale
Transaction date July 1, 2026 Date unregistered shares were sold
accredited investors financial
"continuous private offering to investors that are accredited investors (as defined in Regulation D"
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.
Regulation D regulatory
"accredited investors (as defined in Regulation D under the Securities Act of 1933"
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.
Section 4(a)(2) regulatory
"exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) and Regulation D thereunder"
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.
continuous private offering financial
"made as part of the Company’s continuous private offering to investors"
unregistered shares regulatory
"sold unregistered shares of the Company’s common stock (the “Shares”)"
Unregistered shares are company stock that was issued without going through the usual public registration process under securities law, meaning they carry legal limits on when and how they can be sold. For investors this matters because these shares are often harder to trade and may need to be held for a set period or meet specific conditions before sale, which affects liquidity, valuation and the timing of any potential gains or losses—think of them as tickets that aren’t yet cleared for resale.
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FAQ

What equity transaction did BSTT disclose in this Form 8-K?
Blackstone Real Estate Income Trust disclosed an unregistered sale of Class S-2 common shares, totaling 2,931,697 shares for about $42.5 million in aggregate consideration, completed on July 1, 2026 with accredited investors.

How many Blackstone Real Estate Income Trust Class S-2 shares were sold?
The trust sold 2,931,697 Class S-2 common shares in this transaction. These shares were part of a continuous private offering directed exclusively to accredited investors and were not registered for public sale under the Securities Act.

How much capital did BSTT raise from this unregistered share sale?
The unregistered sale generated aggregate consideration of approximately $42,508,936. This amount reflects the total proceeds received by Blackstone Real Estate Income Trust from selling 2,931,697 Class S-2 common shares to accredited investors on July 1, 2026.

Under which Securities Act exemptions were BSTT’s shares sold?
The shares were sold under exemptions from registration provided by Section 4(a)(2) and Regulation D of the Securities Act. These provisions allow private placements to accredited investors without a full SEC registration statement.

Who was eligible to purchase the BSTT shares in this offering?
Only accredited investors, as defined in Regulation D under the Securities Act, could participate. The offering was a continuous private placement, meaning it targeted sophisticated investors rather than the general public through an exchange listing.
0001662972FALSE00016629722026-07-012026-07-01

 
 
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): July 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 July 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 $42.5 million.

The following table details the Shares sold:
Title of SecuritiesNumber of Shares Sold
Aggregate Consideration(1)
Class S-2 Shares2,931,697$42,508,936
(1)Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $252,627. The purchase price was equal to the net asset value per Class S-2 share as of May 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: July 6, 2026  
 By: /s/ Leon Volchyok
 Name: Leon Volchyok
 Title: Chief Legal Officer


Source: View Original Filing on SEC EDGAR

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