BROOKFIELD REAL ESTATE INCOME TRUST INC. 8-K

What Happened
Brookfield Real Estate Income Trust Inc. filed an 8‑K on December 23, 2025 reporting several issuances of unregistered Class I and Class E common shares. The Adviser (Brookfield REIT Adviser LLC) received 102,536 Class I shares on behalf of its November 2025 management fee ($1,072,366). Additional unregistered issuances were made under the company’s distribution reinvestment plan and in private offerings to Brookfield affiliates, feeder vehicles and certain employees in December 2025 (and a Dec. 1, 2025 private sale of Class E shares to employees).

Key Details

• Adviser management-fee issuance: 102,536 Class I shares issued to Brookfield REIT Adviser LLC for November 2025 fees valued at $1,072,366 (issued pursuant to Section 4(a)(2) of the Securities Act).
• Distribution reinvestment plan issuances (Dec. 19, 2025): 10,103 Class I shares to a feeder vehicle for $105,386; 156,112 Class I shares to Brookfield and affiliates for $1,632,685.
• Employee and affiliate Class E issuances: Private sale on Dec. 1, 2025 of 71,775 Class E shares to certain Brookfield employees for $749,980 (exempt under Section 4(a)(2) and Regulation D); Dec. 19, 2025 DRIP issuance of 22,479 Class E shares to Brookfield affiliates for $234,887.

Why It Matters
These are related‑party and unregistered equity issuances that increase the company’s outstanding Class I and Class E shares. Management fees paid in stock and DRIP/in‑house purchases can conserve cash but also dilute existing holders’ percentage ownership and per‑share metrics. Retail investors should note the dates, amounts and that these transactions were exempt from Securities Act registration (Section 4(a)(2) and Reg D where noted) and monitor future reports for updated total share counts and any impact on NAV or distributions.