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): July 115, 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

OnClass ~~July~~L 1,Common 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 $42.5 million.Stock

On July 1, 2026, the Company sold unregistered shares of the Company’s Class L common stock (the “Class L Shares”) for aggregate consideration of approximately $70 million. The ~~following~~offer ~~table~~and ~~details~~sale of the Class L Shares ~~sold:~~was made as part of the Company’s continuous private offering to investors that are both (a) accredited investors (as defined in Regulation D under the Securities Act) and (b) qualified purchasers (as defined in the Investment Company Act of 1940, as amended, and the rules thereunder) and were exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) and Regulation D thereunder.

Title of Securities

Number of Shares Sold

Aggregate Consideration(1)

Class S-2 Shares

2,931,697

$42,508,936

The following table details the Class L Shares sold:

(1) Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $252,627. The purchase price was equal to the net asset value per Class S-2 share as of May 31, 2026, plus applicable upfront selling commissions. All of the upfront selling commissions were retained by, or reallowed (paid) to, participating broker-dealers.

Date of Unregistered Sale

Number of Class L Shares Issued(1)

Consideration

July 1, 2026

4,805,778

$70,000,000

(1)The ~~offer~~number ~~and sale~~ of ~~the~~Class L Shares ~~were~~sold ~~made~~by ~~as part of~~ the Company’s ~~continuous~~was ~~private~~finalized ~~offering~~on toJuly ~~investors~~15, ~~that~~2026, ~~are~~following ~~accredited investors (as defined in Regulation D under~~ the ~~Securities~~calculation ~~Act~~ of ~~1933, as amended (~~the ~~“Securities~~net ~~Act”))~~asset ~~and~~value ~~were~~per ~~exempt~~Class ~~from~~L ~~the~~Share ~~registration~~as ~~provisions~~ of ~~the~~June ~~Securities~~30, ~~Act pursuant to Section 4(a)(2) and Regulation D thereunder~~2026.

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: July 6, 2026

Date: July 20, 2026

By:

/s/ Leon Volchyok

Name:

Leon Volchyok

Title:

Chief Legal Officer

Filing Compare · Blackstone Real Estate Income Trust, Inc.