8-KFiled Aug 19, 8:00 PM ET

Blackstone Real Estate Income Trust Sells Class C & L Shares (~$34M)

$BSTT · Blackstone Real Estate Income Trust, Inc.

Research Summary

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Updated

Blackstone Real Estate Income Trust Sells Class C & L Shares (~$34M)

What Happened

  • Blackstone Real Estate Income Trust, Inc. announced unregistered sales of its common stock in private transactions totaling approximately $33.9 million. The Company sold Class C shares to certain investment/feeder vehicles (targeting non‑U.S. persons) and Class L shares in its continuous private offering to accredited and qualified U.S. investors.
  • Specifics: on July 1, 2026 the Company issued 277,475 Class C shares for $4,734,992 and on August 1, 2026 it issued 529,222 Class C shares for $9,141,787 (Class C sales finalized on August 14 after calculating NAV as of July 31, 2026). On August 1, 2026 the Company issued 1,360,952 Class L shares for $20,000,000 (finalized August 14 after NAV calculation).

Key Details

  • Aggregate proceeds: approximately $13.9 million from Class C share sales and $20.0 million from Class L share sales (total ≈ $33.9M).
  • Dates and share counts: July 1, 2026 — 277,475 Class C shares ($4,734,992); August 1, 2026 — 529,222 Class C shares ($9,141,787) and 1,360,952 Class L shares ($20,000,000).
  • Offer exemptions: Class C sales relied on Section 4(a)(2) and/or Regulation S (targeting non‑U.S. persons); Class L sales relied on Section 4(a)(2) and/or Regulation D (sold to accredited investors who are also qualified purchasers).
  • Final share totals were confirmed on August 14, 2026 after the calculation of net asset value (NAV) per share as of July 31, 2026.

Why It Matters

  • These private placements raised roughly $34M of capital without a public registration, which may affect share count and NAV per share for existing holders once reflected in periodic NAV calculations.
  • The Class C sales were aimed at non‑U.S. investor vehicles and the Class L sales were limited to accredited, qualified purchasers — indicating targeted fundraising rather than a broad retail offering.
  • Retail investors should monitor subsequent filings (quarterly NAV reports and capital activity disclosures) to see how these issuances affect per‑share NAV and future distributions.