Blackstone REIT reports unregistered Class C sale: $46,387,790

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported unregistered sales of Class C common stock to a feeder vehicle formed to hold the Company’s Class I and Class C shares. The sales were made pursuant to Section 4(a)(2) and Regulation S.

On September 15, 2025, the Company issued 12,703 Class C shares for $198,522. On October 14, 2025, it issued 2,949,001 Class C shares for $46,387,790. The feeder vehicle offers interests in itself to certain non-U.S. persons.

Insights

Securities counsel

Routine Reg S/4(a)(2) share placements to a feeder vehicle.

BREIT sold Class C common shares in two transactions to a feeder vehicle that offers interests to certain non‑U.S. persons. The issuer cites exemptions under Section 4(a)(2) and Regulation S, which permit offerings without SEC registration when conditions are met.

The filing lists each sale’s date, share count, and cash consideration: $198,522 on September 15, 2025 for 12,703 shares, and $46,387,790 on October 14, 2025 for 2,949,001 shares. Cash proceeds go to the company from these issuances.

Actual market impact depends on broader capital activity and holder behavior, which is not detailed here. Subsequent filings may provide additional context on capital raising cadence and use within the portfolio.

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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): October 14, 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

Class C Common Stock

On September 15, 2025 and October 14, 2025, 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
September 15, 2025						12,703						$198,522
October 14, 2025						2,949,001						$46,387,790

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: October 17, 2025

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

FAQ

What did BSTT disclose about recent stock sales?

It sold unregistered Class C common shares to a feeder vehicle under Section 4(a)(2) and Regulation S on September 15, 2025 and October 14, 2025.

How many Class C shares did BSTT issue on October 14, 2025 and for how much?

It issued 2,949,001 Class C shares for $46,387,790.

What were the details of BSTT’s September 15, 2025 issuance?

BSTT issued 12,703 Class C shares for $198,522.

Who purchased the unregistered shares from BSTT?

A feeder vehicle primarily created to hold the Company’s Class I and Class C common stock, which offers interests to certain non‑U.S. persons.

Under what exemptions were the BSTT sales conducted?

The sales were exempt under Section 4(a)(2) of the Securities Act and Regulation S.