Brookfield REIT Issues Unregistered Shares to Adviser and Affiliates

What Happened

• Brookfield Real Estate Income Trust Inc. filed an 8-K on July 27, 2026 reporting unregistered issuances of common stock. The Adviser, Brookfield REIT Adviser LLC, elected to receive its June 2026 management fee in Class I common shares (111,981 shares) instead of cash, satisfying a $1,160,684 fee. Additional unregistered issuances were made on July 20, 2026 under the Company’s distribution reinvestment plan (DRIP) to a non-U.S. feeder vehicle and to Brookfield and its affiliates.

Key Details

• Adviser fee issuance (June 2026): 111,981 Class I shares; consideration = $1,160,684.
• DRIP issuance to feeder vehicle (July 20, 2026): 6,840 Class I shares; consideration = $71,975.
• DRIP issuances to Brookfield & affiliates (July 20, 2026): 124,965 Class I shares ($1,295,263) and 19,370 Class E shares ($200,599).
• All issuances were unregistered and made pursuant to Section 4(a)(2) of the Securities Act.

Why It Matters

• These transactions increase the number of outstanding Class I and Class E shares, which can modestly dilute existing holders depending on overall share counts.
• The Adviser’s election to take fees in stock is a non-cash payment that reduces near-term cash outflow for the company but issues equity to a related party (Brookfield affiliate).
• Investors should note the related-party nature of some issuances (Brookfield and its affiliates) and that the company relied on an exemption from registration (Section 4(a)(2)) for these sales.