[Form 3/A] BROOKFIELD Corp /ON/ Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Brookfield-affiliated reporting persons disclose their beneficial ownership in Brookfield Real Estate Income Trust Inc. as directors and 10% owners. They report indirect holdings of 26,882,237 shares of Class I common stock and 2,842,438 shares of Class E common stock held by BUSI II-C L.P., 72,256 shares of Class E common stock held by BIM Capital LLC, and 420,303 shares of Class I common stock held by Brookfield REIT Adviser LLC. An explanation outlines the ownership chain through Brookfield Corporation and related entities and states that each reporting person disclaims beneficial ownership beyond its pecuniary interest. The amended Form 3 is described as made solely to add Brookfield Oaktree Holdings Canada Inc. to this joint insider report.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/24/2025

3. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [ N/A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class I Common Stock	26,882,237	I	Held by BUSI II-C L.P.(1)(4)
Class E Common Stock	2,842,438	I	Held by BUSI II-C L.P.(1)(4)
Class E Common Stock	72,256	I	Held by BIM Capital LLC(2)(4)
Class I Common Stock	420,303	I	Held by Brookfield REIT Adviser LLC(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Holdings Canada Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Corporate Treasury Ltd.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Oaktree Holdings Canada LLC

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 100

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield Oaktree Holdings, LLC

(Last) (First) (Middle)

C/O BROOOKFIELD OAKTREE HOLDINGS, LLC

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OCG NTR Holdings, LLC

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BUSI II GP-C LLC

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BUSI II-C L.P.

(Last) (First) (Middle)

250 VESEY STREET, 15TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)

C/O BROOKFIELD OAKTREE HOLDINGS, LLC

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are held directly by BUSI II-C L.P. ("BUSI II-C"). Brookfield Corporation ("BCORP") is a holder of common shares of Brookfield Holdings Canada Inc. ("BHC"). BHC is the sole shareholder of Brookfield Corporate Treasury Ltd. ("BCT"). BCT is the sole holder of common shares of Brookfield Oaktree Holdings Canada Inc. ("BOHC"), which is a holder of Class A units of Brookfield Oaktree Holdings, LLC ("OCG LLC"). Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the indirect owner of the class B units of OCG LLC. OCG LLC is the sole common shareholder of OCG NTR Holdings, LLC ("OCG NTR"), which is the managing member of BUSI II GP-C LLC ("BUSI II GP-C") and a limited partner of BUSI II-C. BUSI II GP-C is the general partner of BUSI II-C.

2. These shares are held directly by BIM Capital LLC ("BIM") and indirectly by BCORP, BAM, Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI") and Brookfield Public Securities Group Holdings LLC ("PSG Holdings"). BCORP is a holder of common shares of BAM-ULC, an ownership interest in BAM and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of BIM.

3. These shares are held directly by the Brookfield REIT Adviser LLC (the "Adviser") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI, Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). BCORP is a holder of common shares of BAM-ULC, an ownership interest in BAM and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of BPM Holdings. BPM Holdings is the sole member of BPG, which is the managing member of the Adviser.

4. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. The Form 3 is being amended solely for the purpose of adding Brookfield Oaktree Holdings Canada Inc. to this joint report.

	BROOKFIELD CORPORATION, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory	12/11/2025
	BROOKFIELD HOLDINGS CANADA INC., By: /s/ Swati Mandava, Name: Swati Mandava, Title: Vice President & Secretary	12/11/2025
	BROOKFIELD CORPORATE TREASURY LTD., By: /s/ Swati Mandava, Name: Swati Mandava, Title: Vice President & Secretary	12/11/2025
	BROOKFIELD OAKTREE HOLDINGS CANADA INC., By: /s/ Matt Herrington, Name: Matt Herrington, Title: President	12/11/2025
	BROOKFIELD OAKTREE HOLDINGS, LLC, By: /s/ Richard Ting, Name: Richard Ting, Title: Authorized Signatory	12/11/2025
	OCG NTR HOLDINGS, LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Director	12/11/2025
	BUSI II GP-C LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary	12/11/2025
	BUSI II-C L.P., by its general partner, BUSI II GP-C LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Secretary	12/11/2025
	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC, By: /s/ Richard Ting, Name: Richard Ting, Title: Managing Director and General Counsel	12/11/2025
	** Signature of Reporting Person	Date
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