Brookfield Real Estate Income Trust Reports Unregistered Share Issuances

What Happened

• Brookfield Real Estate Income Trust Inc. filed an 8-K on September 24, 2026, disclosing multiple unregistered equity issuances under Section 4(a)(2) of the Securities Act (and Regulation S for one sale).
• For the month ended August 31, 2026, the Company issued 117,580 Class I common shares to its adviser, Brookfield REIT Adviser LLC, in lieu of a cash management fee of $1,237,607.
• In September 2026 the Company issued shares via private sales and its distribution reinvestment plan (DRIP) to feeder vehicles (targeting non‑U.S. persons) and to Brookfield and affiliates, as detailed below.

Key Details

• Adviser fee in stock: 117,580 Class I shares issued to Brookfield REIT Adviser LLC for the August 2026 management fee of $1,237,607 (Section 4(a)(2)).
• Private offering to feeder vehicle (Reg S): On September 1, 2026, 1,243,769 Class C common shares sold for $12,700,000.
• DRIP issuances on September 22, 2026:
  • 6,338 Class I shares to a feeder vehicle for $66,910.
  • 125,621 Class I shares to Brookfield and affiliates for $1,322,253.
  • 19,784 Class E shares to Brookfield and affiliates for $208,283.
• All issuances were unregistered and made pursuant to Section 4(a)(2); the Class C sale relied on Regulation S for the non-U.S. feeder vehicle.

Why It Matters

• These transactions increase the Company’s outstanding shares and could modestly dilute existing holders; several issuances were to the Adviser and Brookfield affiliates rather than independent third parties.
• Payment of management fees in shares conserves cash for the REIT but transfers economic interest to the Adviser.
• The use of feeder vehicles and Regulation S indicates offerings aimed at non‑U.S. investors and conducted as private placements rather than registered public offerings.
• Investors should note these are administrative/operational equity issuances disclosed under Item 3.02; they do not report earnings or executive changes.