Blackstone Real Estate Income Trust Sells $26.6M in Unregistered Shares

What Happened
Blackstone Real Estate Income Trust, Inc. (BSTT) filed an 8‑K on August 5, 2026, reporting the private sale of 1,817,941 Class S‑2 shares for aggregate consideration of approximately $26,555,050. The purchase price equaled the net asset value (NAV) per Class S‑2 share as of June 30, 2026, plus upfront selling commissions of about $170,550, which were retained by or paid to participating broker‑dealers. The shares were sold in the Company’s continuous private offering to accredited investors and were exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act.

Key Details

• Number of shares sold: 1,817,941 Class S‑2 shares.
• Aggregate consideration: ~$26,555,050 (includes ~$170,550 in upfront selling commissions).
• Pricing basis: purchase price = NAV per Class S‑2 share as of June 30, 2026, plus commissions.
• Offering type: continuous private offering to accredited investors; exempt from Securities Act registration (Section 4(a)(2) and Regulation D).

Why It Matters
This transaction raises roughly $26.6 million of additional capital for BSTT and increases the number of outstanding Class S‑2 shares by 1,817,941. For investors, the sale is a non‑registered (private) issuance to accredited investors, priced at NAV with broker commissions, which can affect share count and the distribution of ownership; the filing does not specify how the proceeds will be used.