Blackstone Real Estate Income Trust (BSTT) sells 555,500 Class S-2 shares for $7.8M

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported a private sale of common stock to accredited investors, raising approximately $7.8 million in new equity. The company sold 555,500 Class S-2 shares for aggregate consideration of $7,786,180.

The shares were issued in an unregistered transaction under the Securities Act exemptions provided by Section 4(a)(2) and Regulation D, as part of the trust’s continuous private offering program. This transaction brings in additional capital without using a registered 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): December 1, 2025

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 December 1, 2025, Blackstone Real Estate Income Trust, Inc. (the “Company”) sold unregistered shares of the Company’s common stock (the “Shares”) for aggregate consideration of approximately $7.8 million.

The following table details the Shares sold:

Title of Securities		Number of Shares Sold		Aggregate Consideration(1)
Class S-2 Shares		555,500		$7,786,180

(1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $72,180. The purchase price was equal to the net asset value per Class S-2 share as of October 31, 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: December 5, 2025
		By:		/s/ Leon Volchyok
		Name:		Leon Volchyok
		Title:		Chief Legal Officer

FAQ

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

Blackstone Real Estate Income Trust, Inc. disclosed that it sold 555,500 Class S-2 common shares in a private transaction to accredited investors, receiving total consideration of $7,786,180.

How much capital did BSTT raise in the private stock sale?

The trust raised aggregate consideration of approximately $7.8 million, specifically $7,786,180, from the sale of its Class S-2 common shares.

What type of securities did BSTT issue in this transaction?

BSTT issued Class S-2 shares of common stock, with a total of 555,500 shares sold in this reported transaction.

Were the new BSTT shares registered with the SEC?

No. The shares were unregistered and were sold in reliance on exemptions from registration under the Securities Act, specifically Section 4(a)(2) and Regulation D.

Who was eligible to participate in BSTT’s private offering?

The offering was conducted as part of a continuous private program limited to accredited investors, as defined in Regulation D under the Securities Act of 1933.

Is this part of an ongoing capital-raising program for BSTT?

Yes. The filing states that the offer and sale were made as part of the company’s continuous private offering to accredited investors.