Blackstone Real Estate Income Trust raises $33.9M

Q: What unregistered equity sales did BSTT report on this Form 8-K?

BSTT reported unregistered sales of Class C and Class L common stock in July and August 2026, raising approximately $13.9 million from Class C shares and $20.0 million from Class L shares under private offering exemptions.

Q: How many Class C shares did BSTT issue in the July and August 2026 transactions?

BSTT issued 277,475 Class C shares on July 1, 2026 for $4,734,992 and 529,222 Class C shares on August 1, 2026 for $9,141,787, for aggregate consideration of approximately $13.9 million.

Q: How many Class L shares did BSTT issue on August 1, 2026?

On August 1, 2026, BSTT issued 1,360,952 Class L shares for aggregate consideration of $20,000,000 as part of its continuous private offering to accredited investors who are also qualified purchasers.

Q: Under which Securities Act exemptions were BSTT’s 2026 unregistered sales conducted?

The Class C share sales were exempt under Section 4(a)(2) of the Securities Act and/or Regulation S. The Class L share sale was exempt under Section 4(a)(2) and/or Regulation D as part of a private offering.

Q: How did BSTT determine the number of Class C and Class L shares issued?

For both classes, the number of shares was finalized on August 14, 2026, after calculating the net asset value per share as of July 31, 2026, which determined the final share issuance amounts for the reported consideration.

Blackstone Real Estate Income Trust, Inc. (BSTT) reported unregistered sales of Class C and Class L common stock in July and August 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. (BSTT) reported unregistered sales of Class C and Class L common stock in July and August 2026. These were primary issuances to investment vehicles and private investors, conducted under exemptions from Securities Act registration.

On July 1 and August 1, 2026, the company issued Class C shares to certain investment vehicles that offer interests to non-U.S. persons, for aggregate consideration of approximately $13.9 million, relying on Section 4(a)(2) and/or Regulation S. On August 1, 2026, it also issued Class L shares for aggregate consideration of approximately $20.0 million as part of a continuous private offering to investors who are both accredited investors and qualified purchasers, relying on Section 4(a)(2) and/or Regulation D. Share counts were finalized on August 14, 2026 after calculating net asset value per share as of July 31, 2026.

Filing Explained

The reported Class C and Class L shares were issued, with the counts finalized on August 14, 2026 after July 31 net asset value calculations; as additional common shares, they increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

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 consideration (aggregate): $13,876,779 (approximately $13.9 million) Class C shares July 1, 2026: 277,475 shares for $4,734,992 Class C shares August 1, 2026: 529,222 shares for $9,141,787 +3 more

6 metrics

Class C consideration (aggregate) $13,876,779 (approximately $13.9 million) Total consideration for Class C shares sold on July 1 and August 1, 2026

Class C shares July 1, 2026 277,475 shares for $4,734,992 Unregistered Class C issuance on July 1, 2026

Class C shares August 1, 2026 529,222 shares for $9,141,787 Unregistered Class C issuance on August 1, 2026

Class L shares August 1, 2026 1,360,952 shares for $20,000,000 Unregistered Class L issuance on August 1, 2026

Share count finalization date August 14, 2026 Date Class C and Class L share numbers were finalized based on NAV as of July 31, 2026

NAV determination date July 31, 2026 Date of net asset value per share used to finalize Class C and Class L share counts

Key Terms

Regulation S, Regulation D, accredited investors, qualified purchasers, +1 more

5 terms

Regulation S regulatory

"exempt from the registration provisions of the Securities Act of 1933... pursuant to Section 4(a)(2) 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.

Regulation D regulatory

"were exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) and/or Regulation D thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investors regulatory

"investors that are both (a) accredited investors (as defined in Regulation D under the Securities Act)"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

qualified purchasers regulatory

"and (b) qualified purchasers (as defined in the Investment Company Act of 1940, as amended, and the rules thereunder)"

A qualified purchaser is an investor or institution that meets a high financial threshold—typically owning or controlling several million dollars in investments—so regulators treat them as very experienced and able to bear loss. Because they are seen as financially sophisticated, qualified purchasers can access private funds and investment deals that are closed to the general public, which can offer higher return potential but come with fewer regulatory protections—think of it as a VIP pass that opens riskier, less-regulated opportunities.

net asset value financial

"following the calculation of the net asset value per Class C Share as of July 31, 2026"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

FAQ

What unregistered equity sales did BSTT report on this Form 8-K?

BSTT reported unregistered sales of Class C and Class L common stock in July and August 2026, raising approximately $13.9 million from Class C shares and $20.0 million from Class L shares under private offering exemptions.

How many Class C shares did BSTT issue in the July and August 2026 transactions?

BSTT issued 277,475 Class C shares on July 1, 2026 for $4,734,992 and 529,222 Class C shares on August 1, 2026 for $9,141,787, for aggregate consideration of approximately $13.9 million.

How many Class L shares did BSTT issue on August 1, 2026?

On August 1, 2026, BSTT issued 1,360,952 Class L shares for aggregate consideration of $20,000,000 as part of its continuous private offering to accredited investors who are also qualified purchasers.

Under which Securities Act exemptions were BSTT’s 2026 unregistered sales conducted?

The Class C share sales were exempt under Section 4(a)(2) of the Securities Act and/or Regulation S. The Class L share sale was exempt under Section 4(a)(2) and/or Regulation D as part of a private offering.

How did BSTT determine the number of Class C and Class L shares issued?

For both classes, the number of shares was finalized on August 14, 2026, after calculating the net asset value per share as of July 31, 2026, which determined the final share issuance amounts for the reported consideration.

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Available on EDGAR 08/20/2026 - 04:30 PM Accepted by SEC EDGAR 08/20/2026 - 04:30 PM

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): August 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 July 1, 2026 and August 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 $13.9 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
July 1, 2026	277,475	$4,734,992
August 1, 2026	529,222	$9,141,787

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

Class L Common Stock

On August 1, 2026, the Company sold unregistered shares of the Company’s Class L common stock (the “Class L Shares”) for aggregate consideration of approximately $20 million. The offer and sale of the Class L Shares was made as part of the Company’s continuous private offering to investors that are both (a) accredited investors (as defined in Regulation D under the Securities Act) and (b) qualified purchasers (as defined in the Investment Company Act of 1940, as amended, and the rules thereunder) and were exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) and/or Regulation D thereunder.

The following table details the Class L Shares sold:

Date of Unregistered Sale

Number of Class L Shares Issued(1)

Consideration

August 1, 2026

1,360,952

$20,000,000

(1)The number of Class L Shares sold by the Company was finalized on August 14, 2026, following the calculation of the net asset value per Class L Share as of July 31, 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: August 20, 2026

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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