Brookfield Real Estate Income Trust Inc. Issues Unregistered Shares to Adviser & Affiliates

What Happened

• Brookfield Real Estate Income Trust Inc. filed an 8-K (Item 3.02) reporting multiple unregistered issuances of common shares in August 2026. The Company issued Class I, Class C and Class E common shares to its adviser (Brookfield REIT Adviser LLC), feeder vehicles for non‑U.S. investors, employees and Brookfield affiliates. The adviser elected to receive its July 2026 management fee in Class I shares.

Key Details

• Adviser fee share issuance (Section 4(a)(2)): 115,918 Class I shares issued to Brookfield REIT Adviser LLC on behalf of the adviser, satisfying the July 2026 management fee of $1,219,801.
• Class C private sale to feeder vehicle (Reg S / 4(a)(2)): August 3, 2026 — 24,886 Class C shares for $250,000.
• Class I DRIP issuances (4(a)(2)): August 20, 2026 — 6,517 Class I shares to a feeder vehicle ($68,595) and 124,331 Class I shares to Brookfield and affiliates ($1,308,334).
• Class E issuances (4(a)(2) / Reg D for employee offering): August 3, 2026 — 26,633 Class E shares to certain Brookfield employees ($280,000); August 20, 2026 — 19,551 Class E shares to Brookfield and affiliates ($205,548).

Why It Matters

• These are exempt (unregistered) share issuances under Section 4(a)(2), Regulation S and Regulation D rather than public offerings. The adviser’s election to take fees in stock reduced the Company’s cash outflow for the management fee and increased share count. Issuances to feeder vehicles and affiliates through the distribution reinvestment plan (DRIP) and private offerings increase the number of outstanding shares and may have a dilutive effect for existing shareholders. The filings are routine disclosures of securities issued under existing agreements and plans.