What consideration did BSTT receive for the unregistered Class C share issuances?

For the unregistered issuances, BSTT received $2,678,077 on April 15, $2,466,126 on May 14, and $4,465,544 on June 12, 2026. Each amount represents cash consideration paid by the feeder vehicle for the respective Class C common stock shares.

Under what exemptions were BSTT’s Class C share sales conducted?

The unregistered sales of BSTT Class C common stock were conducted under Section 4(a)(2) of the Securities Act of 1933 and Regulation S. These provisions allow private offerings, including offerings to certain non-U.S. persons, without registering the securities with the SEC.

Blackstone REIT sells Class C shares privately

Blackstone Real Estate Income Trust, Inc. reported three unregistered sales of its Class C common stock to a feeder vehicle that offers interests to certain non-U.S. persons.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported three unregistered sales of its Class C common stock to a feeder vehicle that offers interests to certain non-U.S. persons. These sales occurred on April 15, 2026, May 14, 2026 and June 12, 2026 under Section 4(a)(2) and Regulation S exemptions.

The company issued 161,776 Class C shares for $2,678,077 on April 15, 147,377 shares for $2,466,126 on May 14, and 264,504 shares for $4,465,544 on June 12. All transactions involved a feeder vehicle primarily created to hold the company’s Class I and Class C common stock.

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

April 15, 2026 Class C issuance: 161,776 shares for $2,678,077 May 14, 2026 Class C issuance: 147,377 shares for $2,466,126 June 12, 2026 Class C issuance: 264,504 shares for $4,465,544 +1 more

4 metrics

April 15, 2026 Class C issuance 161,776 shares for $2,678,077 Unregistered sale to feeder vehicle

May 14, 2026 Class C issuance 147,377 shares for $2,466,126 Unregistered sale to feeder vehicle

June 12, 2026 Class C issuance 264,504 shares for $4,465,544 Unregistered sale to feeder vehicle

Securities Act exemptions used Section 4(a)(2) and Regulation S Unregistered Class C share offerings

Key Terms

unregistered shares, Regulation S, Section 4(a)(2), feeder vehicle, +1 more

5 terms

unregistered shares regulatory

"sold unregistered shares (the “Shares”) of the Company’s Class C common stock"

Unregistered shares are company stock that was issued without going through the usual public registration process under securities law, meaning they carry legal limits on when and how they can be sold. For investors this matters because these shares are often harder to trade and may need to be held for a set period or meet specific conditions before sale, which affects liquidity, valuation and the timing of any potential gains or losses—think of them as tickets that aren’t yet cleared for resale.

Regulation S regulatory

"The offer and sale of the Shares was exempt ... by virtue of Section 4(a)(2) and 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.

Section 4(a)(2) regulatory

"exempt from the registration provisions of the Securities Act of 1933 ... by virtue of Section 4(a)(2) and Regulation S"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

feeder vehicle financial

"sold unregistered shares ... to a feeder vehicle primarily created to hold the Company's Class I common stock and Class C common stock"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transaction did Blackstone Real Estate Income Trust (BSTT) disclose?

Blackstone Real Estate Income Trust disclosed three unregistered sales of Class C common stock to a feeder vehicle. These occurred on April 15, May 14 and June 12, 2026, with each transaction involving cash consideration for newly issued Class C shares.

How many Class C shares did BSTT issue in each 2026 private sale?

BSTT issued 161,776 Class C shares on April 15, 147,377 shares on May 14, and 264,504 shares on June 12, 2026. Each issuance was part of an unregistered sale to a feeder vehicle associated with its Class I and Class C common stock.

Who purchased the unregistered Class C common stock from BSTT?

The purchaser was a feeder vehicle primarily created to hold BSTT’s Class I and Class C common stock. This feeder vehicle in turn offers interests in itself to certain non-U.S. persons, rather than those investors directly holding the REIT’s common stock.

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

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Accepted by SEC EDGAR 06/17/2026 - 04:53 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): June 12, 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 April 15, 2026, May 14, 2026 and June 12, 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
April 15, 2026	161,776	$2,678,077
May 14, 2026	147,377	$2,466,126
June 12, 2026	264,504	$4,465,544

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: June 17, 2026

By:

/s/ Kate O'Neil

Name:

Kate O'Neil

Title:

Deputy Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents