Blackstone REIT sells 384,089 Class C shares in exempt offering

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. (BSTT) disclosed an unregistered sale of its Class C common stock. On November 13, 2025, the company issued 384,089 Class C shares to a feeder vehicle primarily created to hold its Class I and Class C common stock, which then offers interests to certain non-U.S. persons.

The transaction raised $6,091,039 in consideration and relied on exemptions from registration under Section 4(a)(2) and Regulation S of the Securities Act of 1933. This structure allows the company to access non-U.S. capital through the feeder vehicle without registering the shares under the Securities Act.

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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): November 13, 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 November 13, 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

November 13, 2025

384,089

$6,091,039

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: November 19, 2025

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

FAQ

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

BSTT reported an unregistered sale of its Class C common stock. On November 13, 2025, it issued 384,089 Class C shares for $6,091,039 to a feeder vehicle for non-U.S. investors.

How many BSTT Class C shares were sold and for how much?

The company issued 384,089 Class C common shares to the feeder vehicle for total consideration of $6,091,039 on November 13, 2025.

Who purchased the BSTT Class C shares in this transaction?

The shares were sold to a feeder vehicle primarily created to hold BSTT Class I and Class C common stock, which in turn offers interests to certain non-U.S. persons.

Under which exemptions was the BSTT share sale conducted?

The offer and sale of the shares were exempt from registration under the Securities Act of 1933 by virtue of Section 4(a)(2) and Regulation S.

What type of security did BSTT issue in this unregistered sale?

BSTT issued Class C common stock, referred to as the Shares, to the feeder vehicle in this unregistered transaction.

Does BSTT have any securities registered under Section 12(b) of the Exchange Act?

No. The filing states that BSTT has no securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.