Private share sale raises $60.4M for Blackstone REIT (BSTT)

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported that on March 2, 2026 it sold unregistered shares of its common stock in a private transaction to accredited investors. The Company issued 4,234,209 Class S-2 shares for aggregate consideration of approximately $60.4 million.

The offer and sale were conducted as part of the Company’s continuous private offering program and relied on exemptions from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933, limiting participation to investors meeting accredited investor standards.

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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): March 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 March 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 $60.4 million.

The following table details the Shares sold:

Title of Securities		Number of Shares Sold		Aggregate Consideration(1)
Class S-2 Shares		4,234,209		$60,369,444

(1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $253,832. The purchase price was equal to the net asset value per Class S-2 share as of January 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: March 6, 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?

Blackstone Real Estate Income Trust disclosed a private sale of unregistered common stock to accredited investors. It issued 4,234,209 Class S-2 shares for aggregate consideration of approximately $60.4 million as part of its continuous private offering program under Regulation D.

How many shares did BSTT sell and what was the total consideration?

The Company sold 4,234,209 Class S-2 common shares for aggregate consideration of $60,369,444, described as approximately $60.4 million. These shares were issued in a single transaction on March 2, 2026 to investors participating in its ongoing private offering.

What type of investors could participate in BSTT’s March 2026 share sale?

Participation was limited to accredited investors as defined in Regulation D under the Securities Act. The Company emphasized that the sale occurred within its continuous private offering and relied on Regulation D exemptions, which generally target sophisticated or high-net-worth investors.

Were the new BSTT shares registered under the Securities Act of 1933?

The newly issued shares were not registered under the Securities Act of 1933. Blackstone Real Estate Income Trust relied on exemptions from registration provided by Section 4(a)(2) and Regulation D, reflecting a private placement structure rather than a public offering.

What class of stock did Blackstone Real Estate Income Trust issue in this transaction?

The transaction involved Class S-2 shares of the Company’s common stock. Blackstone Real Estate Income Trust reported that all 4,234,209 shares sold on March 2, 2026 were this specific class, issued within its broader continuous private offering program to accredited investors.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.3 KB