Who was eligible to participate in BSTT’s August 1, 2026 share sale?

Participation was limited to accredited investors as defined in Regulation D under the Securities Act. The shares were sold as part of Blackstone Real Estate Income Trust’s continuous private offering structure targeting this investor category.

Blackstone Real Estate Income Trust (OTC: BSTT) in $26.6M private sale

Q: How many shares did BSTT sell and what was the total consideration?

The company sold 1,817,941 Class S-2 shares of common stock for aggregate consideration of approximately $26.6 million . A detailed table shows total consideration of $26,555,050 received for these unregistered shares in the August 1, 2026 transaction.

Q: Under what Securities Act exemptions were BSTT’s shares sold?

The unregistered Class S-2 shares were sold under Section 4(a)(2) of the Securities Act and Regulation D . These provisions permit private offerings to accredited investors without registering the securities with the SEC, subject to specific conditions.

Q: Were the new BSTT shares registered under the Securities Act?

No. The company explicitly sold unregistered shares of its common stock. The transaction relied on private offering exemptions from registration, specifically Section 4(a)(2) and Regulation D, rather than a public registered offering process.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported that on August 1, 2026 it sold unregistered shares of its common stock for aggregate consideration of approximately $26.6 million in a private transaction.

The sale involved 1,817,941 Class S-2 shares of common stock, as part of the company’s continuous private offering to accredited investors. The transaction relied on exemptions from Securities Act registration under Section 4(a)(2) and Regulation D.

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

Class S-2 shares sold: 1,817,941 shares Aggregate consideration: $26,555,050 Transaction date: August 1, 2026

3 metrics

Class S-2 shares sold 1,817,941 shares Unregistered sale on August 1, 2026

Aggregate consideration $26,555,050 Total consideration for Class S-2 shares sold on August 1, 2026

Transaction date August 1, 2026 Date of unregistered sale of common stock

Key Terms

unregistered shares, accredited investors, Regulation D, Section 4(a)(2), +1 more

5 terms

unregistered shares regulatory

"sold unregistered shares of the Company’s 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.

accredited investors regulatory

"continuous private offering to investors that are accredited investors"

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.

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.

Section 4(a)(2) regulatory

"exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2)"

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.

continuous private offering financial

"made as part of the Company’s continuous private offering"

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

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Available on EDGAR 08/05/2026 - 04:33 PM Accepted by SEC EDGAR 08/05/2026 - 04:32 PM

FAQ

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

Blackstone Real Estate Income Trust, Inc. reported selling unregistered common stock on August 1, 2026 for aggregate consideration of approximately $26.6 million. The sale consisted of Class S-2 shares issued through a private offering to accredited investors under Regulation D and Section 4(a)(2).

How many shares did BSTT sell and what was the total consideration?

The company sold 1,817,941 Class S-2 shares of common stock for aggregate consideration of approximately $26.6 million. A detailed table shows total consideration of $26,555,050 received for these unregistered shares in the August 1, 2026 transaction.

Under what Securities Act exemptions were BSTT’s shares sold?

The unregistered Class S-2 shares were sold under Section 4(a)(2) of the Securities Act and Regulation D. These provisions permit private offerings to accredited investors without registering the securities with the SEC, subject to specific conditions.

Were the new BSTT shares registered under the Securities Act?

No. The company explicitly sold unregistered shares of its common stock. The transaction relied on private offering exemptions from registration, specifically Section 4(a)(2) and Regulation D, rather than a public registered offering process.

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): August 1, 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

On August 1, 2026, Blackstone Real Estate Income Trust, Inc. (the “Company”) sold unregistered shares of the Company’s common stock (the “Shares”) for aggregate consideration of approximately $26.6 million.

The following table details the Shares sold:

Title of Securities

Number of Shares Sold

Aggregate Consideration(1)

Class S-2 Shares

1,817,941

$26,555,050


(1)			Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $170,550. The purchase price was equal to the net asset value per Class S-2 share as of June 30, 2026, 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: August 5, 2026

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents