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Blackstone Real Estate Income Trust (BSTT) sells 4,805,778 Class L shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported an unregistered sale of its Class L common stock. On July 1, 2026, it issued 4,805,778 Class L shares for aggregate consideration of $70,000,000 as part of a continuous private offering.

The Class L shares were sold to investors that are both accredited investors under Regulation D of the Securities Act and qualified purchasers under the Investment Company Act. The company relied on Section 4(a)(2) and Regulation D exemptions, and finalized the share count on July 15, 2026 after calculating net asset value per share as of June 30, 2026.

Positive

  • None.

Negative

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Filing Explained

The company reports a completed issuance of 4,805,778 Class L shares for $70 million on July 1 through its continuous private offering; the added shares increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Class L shares issued 4,805,778 shares Unregistered sale on July 1, 2026
Aggregate consideration $70,000,000 Total received for Class L shares sold on July 1, 2026
Securities Act exemption Section 4(a)(2) Exemption from registration for the Class L share sale
Private offering rule Regulation D Basis for offering to accredited investors and qualified purchasers
NAV determination date June 30, 2026 Net asset value per Class L share used to finalize issuance
Share count finalization date July 15, 2026 Date the number of Class L shares sold was finalized
unregistered sales of equity securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities Class L Common Stock"
accredited investors regulatory
"continuous private offering to investors that are both accredited investors and qualified purchasers"
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
"offering to investors that are both accredited investors and qualified purchasers"
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.
Regulation D regulatory
"accredited investors (as defined in Regulation D under the Securities Act)"
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.
net asset value financial
"following the calculation of the net asset value per Class L Share as of June 30, 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What unregistered equity sale did Blackstone Real Estate Income Trust (BSTT) disclose?
Blackstone Real Estate Income Trust (BSTT) disclosed that on July 1, 2026 it sold 4,805,778 Class L common shares for about $70,000,000 in aggregate consideration as part of its continuous private offering to accredited investors and qualified purchasers.

How many Class L shares did BSTT issue and for what total amount?
BSTT issued 4,805,778 Class L common shares for aggregate consideration of $70,000,000. The transaction occurred on July 1, 2026 and was part of Blackstone Real Estate Income Trust’s ongoing private offering program to eligible investors.

Who was eligible to buy the Class L shares in BSTT’s July 2026 transaction?
The Class L shares were sold only to investors that are both accredited investors under Regulation D and qualified purchasers under the Investment Company Act. This eligibility structure supports BSTT’s reliance on private offering exemptions from registration.

Under which securities law exemptions were BSTT’s Class L shares sold?
Blackstone Real Estate Income Trust (BSTT) relied on Section 4(a)(2) of the Securities Act and Regulation D for this unregistered sale. These provisions permit private offerings without SEC registration when sales are limited to sophisticated, qualifying investors.

When was BSTT’s Class L share count finalized and how was it determined?
The number of Class L shares, 4,805,778, was finalized on July 15, 2026. BSTT completed the calculation after determining the net asset value per Class L share as of June 30, 2026, which set the basis for the final share issuance amount.
0001662972FALSE00016629722026-07-152026-07-15

 
 
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): July 15, 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 L Common Stock

On July 1, 2026, the Company sold unregistered shares of the Company’s Class L common stock (the “Class L Shares”) for aggregate consideration of approximately $70 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 Regulation D thereunder.

The following table details the Class L Shares sold:
Date of Unregistered Sale
Number of Class L Shares Issued(1)
Consideration
July 1, 20264,805,778$70,000,000
(1)The number of Class L Shares sold by the Company was finalized on July 15, 2026, following the calculation of the net asset value per Class L Share as of June 30, 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: July 20, 2026  
 By: /s/ Leon Volchyok
 Name: Leon Volchyok
 Title: Chief Legal Officer
 

Source: View Original Filing on SEC EDGAR

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