Blackstone Real Estate Income Trust, Inc. Announces \$63.2 Million Unregistered Sale of Common Stock

Key Highlights

• Issuer: Blackstone Real Estate Income Trust, Inc. (“BREIT”)
• Event: Unregistered sale of common stock (Class S-2 Shares) to accredited investors
• Date of Transaction: April 1, 2026
• Aggregate Consideration: Approximately \$63.2 million
• Number of Shares Sold: 4,416,474 Class S-2 Shares
• Offering Structure: Continuous private offering, exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933
• Upfront Selling Commissions: Approximately \$353,801 (paid to participating broker-dealers)
• Purchase Price Basis: Net asset value (NAV) per Class S-2 share as of February 28, 2026, plus applicable upfront selling commissions

Details of the Transaction

On April 1, 2026, Blackstone Real Estate Income Trust, Inc. (BREIT) completed the sale of 4,416,474 unregistered Class S-2 shares of its common stock. The shares were sold to accredited investors in a private offering, raising a total of approximately \$63,179,022 in aggregate consideration.

The offering was conducted under the exemption provided by Section 4(a)(2) and Regulation D of the Securities Act of 1933, meaning the shares were not registered with the Securities and Exchange Commission and were offered solely to accredited investors in a non-public transaction.

The purchase price for these shares was based on the net asset value (NAV) per Class S-2 share as of February 28, 2026, with additional upfront selling commissions of approximately \$353,801 paid to or reallowed to participating broker-dealers.

Shareholder and Market Impact

• Potential Share Value Impact:
  • This substantial capital raise through the sale of unregistered equity may have implications for the company’s equity base and capital structure.
  • Since the shares were sold at NAV (plus commission), existing shareholders should note that there is no immediate dilution at a discount. However, the influx of new capital can affect future NAV and earnings per share, depending on how efficiently BREIT deploys these funds.
  • The sale only targeted accredited investors via a private placement, which distinguishes it from a broader public offering and may limit the immediate market impact, but signals continued investor demand for BREIT’s shares.
• No Public Trading: The sold shares are not listed on any public exchange. There are no new securities registered under Section 12(b) of the Exchange Act as a result of this transaction.
• Use of Proceeds: While the filing does not specify the use of proceeds, such capital raises are typically intended for investment in additional real estate assets or working capital to support BREIT’s ongoing operations and growth strategy.
• Regulatory Status: The company is not classified as an “emerging growth company” under SEC rules, and this filing does not represent an amendment to previously filed reports.

Other Important Information

• Company Details:
  • Legal Name: Blackstone Real Estate Income Trust, Inc.
  • Incorporation: State of Maryland
  • Principal Executive Offices: 345 Park Avenue, New York, NY 10154
  • Telephone: (212) 583-5000
  • Chief Legal Officer Signing the Report: Leon Volchyok
• Regulatory Compliance: The offering complies with Regulation D and is exempt from SEC registration requirements.
• Prior Name: The company was formerly known as Royal Blue Trust, Inc. (name changed January 6, 2016).

Conclusion

This private offering and capital raise demonstrate continued institutional interest in BREIT’s equity and bolster the company’s financial flexibility. Investors should monitor future disclosures regarding the deployment of these proceeds and any impact on NAV per share, dividend policy, or investment strategy, as these could influence future share values.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should consult their financial advisor and review the company’s filings with the SEC before making any investment decisions. The information herein is based on publicly available filings as of April 1, 2026, and may not reflect subsequent events or disclosures.

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