What was the aggregate consideration for BSTT's Class C share sales?

Aggregate consideration for the sales was approximately $10.3 million.

Blackstone REIT sells about $10.3M in Class C shares

The share counts were finalized after net asset value calculations as of August 31 and September 30, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. (BSTT) sold unregistered Class C common shares to certain investment vehicles, including feeder vehicles or other investment funds, which in turn offer interests to certain non-U.S. persons, for aggregate consideration of approximately $10.3 million. On September 1, 2026, it issued 145,249 shares for $2,524,988; on October 1, 2026, it issued 445,750 shares for $7,759,043. The share counts were finalized on September 15, 2026 and October 14, 2026, respectively, following calculations of net asset value per Class C Share as of August 31, 2026 and September 30, 2026. The sales were exempt from Securities Act registration under Section 4(a)(2) and/or Regulation S.

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 C common shares issued: 145,249 shares Consideration: $2,524,988 Class C common shares issued: 445,750 shares +2 more

5 metrics

Class C common shares issued 145,249 shares September 1, 2026 sale

Consideration $2,524,988 September 1, 2026 sale

Class C common shares issued 445,750 shares October 1, 2026 sale

Consideration $7,759,043 October 1, 2026 sale

Aggregate consideration Approximately $10.3 million Both Class C share sales

Key Terms

Section 4(a)(2), Regulation S, net asset value per Class C Share

3 terms

Section 4(a)(2) regulatory

"exempt ... 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 S regulatory

"and/or Regulation S thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

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

How many BSTT Class C shares were sold in September and October 2026?

Blackstone Real Estate Income Trust issued 145,249 Class C shares on September 1, 2026, for $2,524,988, and 445,750 Class C shares on October 1, 2026, for $7,759,043.

Under what exemption did BSTT sell Class C shares?

The offer and sale were exempt from Securities Act registration under Section 4(a)(2) and/or Regulation S.

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

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Available on EDGAR 10/15/2026 - 04:37 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:36 PM EDT

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 14, 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

Class C Common Stock

On September 1, 2026 and October 1, 2026, Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), sold unregistered shares of the Company’s Class C common stock (the “Class C Shares”) to certain investment vehicles (including feeder vehicles or other investment funds), which in turn offer interests to certain non-U.S. persons, for aggregate consideration of approximately $10.3 million. The offer and sale of the Class C Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and/or Regulation S thereunder.

The following table details the Class C Shares sold:


Date of Unregistered Sale	Number of Class C Common Shares Issued(1)	Consideration
September 1, 2026	145,249	$2,524,988
October 1, 2026	445,750	$7,759,043

(1)The number of Class C Shares sold by the Company on September 1, 2026 was finalized on September 15, 2026, following the calculation of the net asset value per Class C Share as of August 31, 2026. The number of Class C Shares sold by the Company on October 1, 2026 was finalized on October 14, 2026, following the calculation of the net asset value per Class C Share as of September 30, 2026.

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 15, 2026

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents