$BSTT·8-K

Blackstone Real Estate Income Trust, Inc. · Jun 17, 4:53 PM ET

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Blackstone Real Estate Income Trust, Inc. 8-K

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Blackstone Real Estate Income Trust Files 8-K: Unregistered Class C Share Sales

What Happened
Blackstone Real Estate Income Trust, Inc. filed an 8-K (Item 3.02) on June 17, 2026 reporting that it sold unregistered Class C common shares to a feeder vehicle that holds the Company's Class I and Class C interests for certain non‑U.S. persons. The sales occurred on April 15, 2026; May 14, 2026; and June 12, 2026 and were exempt from registration under Section 4(a)(2) and Regulation S.

Key Details

  • Total shares issued to the feeder vehicle: 573,657 Class C common shares (161,776 on 4/15/2026; 147,377 on 5/14/2026; 264,504 on 6/12/2026).
  • Total consideration received: $9,609,747 ($2,678,077; $2,466,126; $4,465,544 respectively).
  • Transaction purpose/structure: Sale to a feeder vehicle primarily created to hold the Company's Class I and Class C stock and offer interests to certain non‑U.S. persons.
  • Regulatory basis: Offer and sale exempt from registration under Section 4(a)(2) and Regulation S of the Securities Act.

Why It Matters
These transactions increased issued Class C shares by 573,657 and raised about $9.61 million in proceeds without a public registration. For investors, this is a capital-raising action targeted at non‑U.S. investors via a feeder vehicle; it may affect share count and capital available to the company. The filing provides the basic terms and amounts but no additional economic terms (e.g., pricing formula or long-term impact), so investors should watch future filings for updated outstanding share counts or material impacts to net asset value or distributions.

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