Who could participate in the Blackstone Real Estate Income Trust (BSTT) share sale?

The share sale was limited to accredited investors as defined in Regulation D. This restriction allowed the company to rely on a private offering exemption from Securities Act registration while raising capital through unregistered Class S-2 common stock.

$63.2M Blackstone Real Estate Income Trust (BSTT) private sale to accredited investors

Q: How many Blackstone Real Estate Income Trust (BSTT) shares were sold?

The company sold 4,416,474 Class S-2 common shares on April 1, 2026. These shares were issued in a private offering to accredited investors and were not registered under the Securities Act, relying instead on Regulation D and Section 4(a)(2) exemptions.

Q: Under what legal exemptions were BSTT’s shares sold?

The Class S-2 shares were sold under Section 4(a)(2) of the Securities Act and Regulation D . These provisions allow private offerings to accredited investors without registering the securities, provided specific conditions and investor qualification standards are met.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Blackstone Real Estate Income Trust, Inc. reported that on April 1, 2026 it sold unregistered Class S-2 common shares in a private transaction to accredited investors. The company issued 4,416,474 shares for aggregate consideration of about $63.2 million under a continuous private offering.

The shares were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act, allowing the company to raise additional equity capital without a public offering process.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Aggregate consideration: $63,179,022 Shares sold: 4,416,474 shares Offering type: Unregistered private offering +1 more

4 metrics

Aggregate consideration $63,179,022 Proceeds from sale of Class S-2 shares on April 1, 2026

Shares sold 4,416,474 shares Number of Class S-2 shares sold in private offering

Offering type Unregistered private offering Continuous private offering to accredited investors under Regulation D

Exemption cited Section 4(a)(2) and Regulation D Exemptions from Securities Act registration used for the share sale

Key Terms

accredited investors, Regulation D, Section 4(a)(2), unregistered shares

4 terms

accredited investors financial

"continuous private offering to investors that are accredited investors (as defined in Regulation D"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Regulation D regulatory

"accredited investors (as defined in Regulation D under the Securities Act of 1933"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"were exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) and Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

unregistered shares financial

"the Company sold unregistered shares of the Company’s common stock (the “Shares”)"

Unregistered shares are company stock that was issued without going through the usual public registration process under securities law, meaning they carry legal limits on when and how they can be sold. For investors this matters because these shares are often harder to trade and may need to be held for a set period or meet specific conditions before sale, which affects liquidity, valuation and the timing of any potential gains or losses—think of them as tickets that aren’t yet cleared for resale.

Understanding 8-K Material Events →

04/07/2026 - 04:32 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2026

Blackstone Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-55931

81-0696966

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 583-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02.

Unregistered Sales of Equity Securities.

On April 1, 2026, Blackstone Real Estate Income Trust, Inc. (the “Company”) sold unregistered shares of the Company’s common stock (the “Shares”) for aggregate consideration of approximately $63.2 million.

The following table details the Shares sold:


Title of Securities	Number of Shares Sold	Aggregate Consideration⁽¹⁾
Class S-2 Shares	4,416,474	$63,179,022

(1)

Aggregate consideration for Class S-2 Shares includes upfront selling commissions of approximately $353,801. The purchase price was equal to the net asset value per Class S-2 share as of February 28, 2026, plus applicable upfront selling commissions. All of the upfront selling commissions were retained by, or reallowed (paid) to, participating broker-dealers.

The offer and sale of the Shares were made as part of the Company’s continuous private offering to investors that are accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and were exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2) and Regulation D thereunder.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BLACKSTONE REAL ESTATE INCOME TRUST, INC.

Date: April 7, 2026

	By:	/s/ Leon Volchyok
	Name:	Leon Volchyok
	Title:	Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Blackstone Real Estate Income Trust (BSTT) disclose in this 8-K?

Blackstone Real Estate Income Trust disclosed that it sold unregistered Class S-2 common shares in a private offering. The sale raised about $63.2 million from accredited investors under its continuous private offering program exempt from Securities Act registration.

How many Blackstone Real Estate Income Trust (BSTT) shares were sold?

The company sold 4,416,474 Class S-2 common shares on April 1, 2026. These shares were issued in a private offering to accredited investors and were not registered under the Securities Act, relying instead on Regulation D and Section 4(a)(2) exemptions.

How much capital did Blackstone Real Estate Income Trust (BSTT) raise?

Blackstone Real Estate Income Trust raised aggregate consideration of about $63,179,022. This funding came from selling Class S-2 shares in a private placement to accredited investors as part of its ongoing continuous private offering program under Regulation D.

Under what legal exemptions were BSTT’s shares sold?

The Class S-2 shares were sold under Section 4(a)(2) of the Securities Act and Regulation D. These provisions allow private offerings to accredited investors without registering the securities, provided specific conditions and investor qualification standards are met.

Filing Exhibits & Attachments

3 documents