BREIT private sale: 570,186 Class S-2 shares for $7,943,299

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust (BSTT) reported the sale of unregistered common stock in a private transaction. On November 1, 2025, the company sold 570,186 Class S-2 shares for aggregate consideration of $7,943,299.

The shares were offered as part of the company’s continuous private offering to accredited investors and were issued under exemptions from registration provided by Section 4(a)(2) and Regulation D of the Securities Act. The transaction brings cash into the company through a non‑public capital raise.

false 0001662972 0001662972 2025-11-01 2025-11-01

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): November 1, 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.

On November 1, 2025, Blackstone Real Estate Income Trust, Inc. (the “Company”) sold unregistered shares of the Company’s common stock (the “Shares”) for aggregate consideration of approximately $7.9 million.

The following table details the Shares sold:

Title of Securities		Number of Shares Sold		Aggregate Consideration(1)
Class S-2 Shares		570,186		$7,943,299

(1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $50,099. The purchase price was equal to the net asset value per Class S-2 share as of September 30, 2025, 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: November 5, 2025
				By:		/s/ Leon Volchyok
				Name:		Leon Volchyok
				Title:		Chief Legal Officer

FAQ

What did BSTT announce in this 8-K?

The company sold 570,186 Class S-2 shares of common stock for $7,943,299 in a private transaction.

When did the BSTT private share sale occur?

The sale occurred on November 1, 2025.

Who could participate in the BSTT offering?

Only accredited investors participated, as defined under Regulation D.

Was the BSTT share sale registered with the SEC?

No. The shares were unregistered and sold under Section 4(a)(2) and Regulation D exemptions.

What class of shares did BSTT sell and how many?

BSTT sold 570,186 Class S-2 common shares.

How much cash did BSTT receive from the transaction?

Aggregate consideration totaled $7,943,299.