Blackstone Real Estate Income Trust, Inc. filed a Form 8-K on November 4, 2026, disclosing an unregistered sale of Class S-2 common shares on November 2, 2026, for aggregate consideration of approximately $23.4 million.

Key Highlights

  • Shares sold: 1,583,955 Class S-2 Shares were sold on November 2, 2026.
  • Aggregate consideration: $23,356,847, including upfront selling commissions of approximately $173,925.
  • Purchase price basis: Equal to the net asset value per Class S-2 share as of September 30, 2026, plus applicable upfront selling commissions.
  • Exemption claimed: The offering was exempt from Securities Act registration pursuant to Section 4(a)(2) and Regulation D.
  • Eligible investors: Limited to accredited investors as defined in Regulation D under the Securities Act of 1933.
  • Commissions: All upfront selling commissions were retained by, or reallowed to, participating broker-dealers.

Blackstone Real Estate Income Trust Discloses November 2026 Private Share Sale

According to the filing, Blackstone Real Estate Income Trust, Inc. (BREIT), a Maryland corporation, reported the sale of unregistered Class S-2 common shares on November 2, 2026, under Item 3.02 of Form 8-K. The company disclosed that the shares were sold for aggregate consideration of $23,356,847, which the filing states includes upfront selling commissions of approximately $173,925. The company has no securities registered under Section 12(b) of the Exchange Act and no trading symbol is listed on any exchange.

The filing states that the purchase price per Class S-2 share was equal to the net asset value per share as of September 30, 2026, plus any applicable upfront selling commissions. All upfront selling commissions, according to the filing, "were retained by, or reallowed (paid) to, participating broker-dealers." The company characterized the transaction as part of its "continuous private offering" to accredited investors.

The company disclosed that the offer and sale were exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) and Regulation D. The filing was signed by Leon Volchyok, Chief Legal Officer, on behalf of the registrant on November 4, 2026.

What Was Disclosed

Blackstone Real Estate Income Trust filed an 8-K reporting the November 2, 2026, unregistered sale of 1,583,955 Class S-2 common shares for $23,356,847, including approximately $173,925 in upfront selling commissions, sold to accredited investors under a Regulation D exemption.