Blackstone Real Estate Income Trust (BSTT) sells $7.2M shares

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported an unregistered sale of its common stock on October 1, 2025. The company sold approximately $7.2 million of Class S-2 shares in a private transaction.

The sale covered 513,844 Class S-2 shares for aggregate consideration of $7,162,642. These shares were sold as part of the company’s continuous private offering to accredited investors under Regulation D and Section 4(a)(2) of the Securities Act.

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.

Understanding 8-K Material Events →

false 0001662972 0001662972 2025-10-01 2025-10-01

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 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 October 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 $7.2 million.

The following table details the Shares sold:

Title of Securities		Number of Shares Sold		Aggregate Consideration(1)
Class S-2 Shares		513,844		$7,162,642

(1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $61,987. The initial purchase price of Class S-2 Shares was equal to the net asset value per share of the Company’s Class S Shares as of August 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: October 7, 2025
				By:		/s/ Leon Volchyok
				Name:		Leon Volchyok
				Title:		Chief Legal Officer

FAQ

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

Blackstone Real Estate Income Trust disclosed an unregistered sale of its common stock. The company sold Class S-2 shares in a private offering to accredited investors, raising about $7.2 million in aggregate consideration under a Regulation D exemption.

How many Blackstone Real Estate Income Trust (BSTT) shares were sold?

Blackstone Real Estate Income Trust sold 513,844 Class S-2 shares. These shares were issued on October 1, 2025 as part of a continuous private offering, with all sales made to accredited investors under an exemption from Securities Act registration.

How much capital did BSTT raise in this unregistered share sale?

Blackstone Real Estate Income Trust raised aggregate consideration of $7,162,642 from this transaction. The proceeds came from selling 513,844 Class S-2 shares in a private offering to accredited investors under Regulation D and Section 4(a)(2).

What type of shares did Blackstone Real Estate Income Trust (BSTT) sell?

The company sold Class S-2 shares of its common stock. These Class S-2 shares were issued in an unregistered, continuous private offering to accredited investors, structured under the Regulation D exemption from Securities Act registration requirements.

Who was eligible to purchase the BSTT shares in this transaction?

Only accredited investors, as defined in Regulation D under the Securities Act, were eligible. The sale formed part of Blackstone Real Estate Income Trust’s continuous private offering limited to these accredited investors under an exemption from registration.

Under what securities law exemption were the BSTT shares sold?

The shares were sold under Section 4(a)(2) of the Securities Act and Regulation D. These provisions allow private offerings of securities to accredited investors without registering the shares under the Securities Act’s standard registration requirements.