Blackstone Real Estate Income Trust (BSTT) raises $3.8M via Class C share sale

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported an unregistered sale of its Class C common stock. On January 14, 2026, the company issued 234,941 Class C shares to a feeder vehicle primarily created to hold its Class I and Class C common stock, for total consideration of $3,812,371. This feeder vehicle, in turn, offers interests in itself to certain non-U.S. persons.

The transaction was conducted as a private offering, relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation S, which are commonly used for offerings to sophisticated or non-U.S. investors.

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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 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 January 14, 2026, 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

January 14, 2026

234,941

$3,812,371

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 20, 2026

By:

/s/ Kate O'Neil

Name:

Kate O'Neil

Title:

Deputy Chief Legal Officer and Secretary

FAQ

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

Blackstone Real Estate Income Trust, Inc. disclosed an unregistered sale of its Class C common stock, issuing 234,941 shares on January 14, 2026 to a feeder vehicle for total consideration of $3,812,371.

How many Class C shares did BSTT sell and for how much?

The company sold 234,941 Class C common shares to a feeder vehicle for aggregate consideration of $3,812,371.

Who purchased the Class C common stock from Blackstone Real Estate Income Trust?

The buyer was a feeder vehicle primarily created to hold the company’s Class I and Class C common stock, which then offers interests in itself to certain non-U.S. persons.

When did the unregistered sale of BSTT Class C common stock occur?

The unregistered sale of Class C common stock occurred on January 14, 2026.

Under which Securities Act exemptions was the BSTT share sale conducted?

The offer and sale of the Class C common stock were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation S.

What type of investors does the BSTT feeder vehicle target?

The feeder vehicle offers interests in itself to certain non-U.S. persons, using the Class I and Class C common stock it holds in Blackstone Real Estate Income Trust.