Blackstone Real Estate Income Trust (BSTT) sells 874,792 Class S-2 shares in $12.3M private offering

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported that on January 2, 2026 it sold unregistered shares of its common stock in a private transaction. The company issued 874,792 Class S-2 shares for aggregate consideration of about $12,264,543, providing additional equity capital to the trust. These shares were sold as part of the company’s continuous private offering to investors who qualify as accredited investors under Regulation D.

The transaction was conducted under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D, meaning the shares were not registered with the SEC and were placed privately rather than through a public offering.

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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): January 2, 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 January 2, 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 $12.3 million.

The following table details the Shares sold:

Title of Securities		Number of Shares Sold		Aggregate Consideration(1)
Class S-2 Shares		874,792		$12,264,543

(1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $50,608. The purchase price was equal to the net asset value per Class S-2 share as of November 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: January 8, 2026
				By:		/s/ Leon Volchyok
				Name:		Leon Volchyok
				Title:		Chief Legal Officer

FAQ

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

The company disclosed that it sold 874,792 unregistered Class S-2 common shares on January 2, 2026 for total consideration of about $12,264,543 in a private offering.

How much capital did BSTT raise in the January 2, 2026 private share sale?

Blackstone Real Estate Income Trust raised approximately $12,264,543 in aggregate consideration from selling 874,792 Class S-2 common shares.

What type of securities did BSTT sell in this transaction?

The trust sold Class S-2 shares of its common stock, totaling 874,792 shares, for aggregate consideration of about $12,264,543.

Were the new BSTT shares registered with the SEC?

No. The 874,792 Class S-2 shares were unregistered and sold under exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D.

Who was eligible to buy the BSTT shares in this offering?

The shares were sold as part of a continuous private offering limited to accredited investors, as that term is defined in Regulation D under the Securities Act of 1933.

Is this part of an ongoing capital raise for Blackstone Real Estate Income Trust?

Yes. The company stated that the sale was made as part of its continuous private offering of common stock to accredited investors.