Blackstone Real Estate Income Trust, Inc. 8-K

What Happened Blackstone Real Estate Income Trust, Inc. filed an 8-K (Item 3.02) on January 8, 2026, reporting that on January 2, 2026 the company sold unregistered Class S-2 common shares as part of its continuous private offering. The company issued 874,792 Class S-2 shares for aggregate consideration of $12,264,543. The purchase price equaled the net asset value (NAV) per Class S-2 share as of November 30, 2025, plus applicable upfront selling commissions.

Key Details

• Number of shares sold: 874,792 Class S-2 shares.
• Aggregate consideration: $12,264,543 (includes upfront selling commissions of approximately $50,608).
• Pricing basis: purchase price = NAV per Class S-2 share as of Nov 30, 2025, plus commissions.
• Offering type: sold in a continuous private offering to accredited investors; exempt from registration under Section 4(a)(2) and Regulation D.

Why It Matters This transaction increased the outstanding Class S-2 shares by 874,792 and provided the company with roughly $12.3 million in proceeds. The sale was conducted privately to accredited investors at NAV-based pricing and involved upfront broker-dealer commissions, which informs how the company is raising capital outside of registered public offerings. Investors should note this was an unregistered, Reg D exempt sale disclosed under Item 3.02.