BROOKFIELD REAL ESTATE INCOME TRUST INC. 8-K

What Happened

• Brookfield Real Estate Income Trust Inc. filed an 8-K on April 23, 2026 reporting several issuances of unregistered common shares in April 2026.
• The Company issued 105,505 Class I shares to its adviser, Brookfield REIT Adviser LLC, in satisfaction of the March 2026 management fee of $1,094,361 (the Adviser elected to receive fees in Class I shares).
• Additional unregistered issuances were made under the Company’s distribution reinvestment plan and private offerings to Brookfield, its affiliates, a feeder vehicle for non-U.S. persons, and certain Brookfield employees.

Key Details

• Adviser fee issuance (March 2026): 105,505 Class I shares for $1,094,361 (Adviser elected shares over cash).
• Feeder vehicle (April 20, 2026): 9,261 Class I shares for $96,027.
• Brookfield and affiliates (April 20, 2026): 161,661 Class I shares for $1,676,840.
• Private sale to Brookfield employees (April 1, 2026): 32,793 Class E shares for $339,869 (sold at NAV; exempt under Section 4(a)(2) and Regulation D).
• Distribution reinvestment issuance to Brookfield and affiliates (April 20, 2026): 23,405 Class E shares for $242,570.
• All reported issuances were made as unregistered sales relying primarily on Section 4(a)(2) of the Securities Act (and Regulation D for the private employee offering).

Why It Matters

• These transactions increase the outstanding Class I and Class E shares and reflect the Adviser’s election to take fees in stock rather than cash, which can modestly dilute existing holders.
• The filings are routine disclosures about exempt (unregistered) issuances under the advisory agreement and the distribution reinvestment plan; they do not report operating results or changes in management.
• Investors should note the dollar amounts and share counts to monitor potential dilution and review future filings for any additional related-party issuances or material changes.