{"url_path":"/sec/bstt/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1662972/0001662972-26-000065-index.html","accession_number":"0001662972-26-000065","cik":"0001662972","ticker":"BSTT","issuer_name":"Blackstone Real Estate Income Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1662972/0001662972-26-000065-index.html","primary_entity_key":"0001662972","primary_entity_name":"Blackstone Real Estate Income Trust, Inc."},"word_count":1222,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nUnregistered Sales of Equity Securities\n\nDuring the three months ended March 31, 2026, we issued equity securities that were not registered under the Securities Act. As described in Note 10 to our condensed consolidated financial statements, the Adviser is entitled to an annual management fee payable monthly in cash, shares of common stock, or BREIT OP units, in each case at the Adviser’s election. For the three months ended March 31, 2026, the Adviser elected to receive its management fee in Class B units of BREIT OP, and we issued 12.1 million Class B units of BREIT OP to the Adviser in satisfaction of the 2026 management fee through February 2026. Additionally, we issued 4.0 million Class B units of BREIT OP to the Adviser in April 2026 in satisfaction of the March 2026 management fee.\n\nWe have also sold Class I and Class C shares to feeder vehicles created primarily to hold Class I and Class C shares and offer indirect interests in such shares to other investors. During the three months ended March 31, 2026, we received $149.3 million from selling 10.5 million unregistered Class I shares and $26.1 million from selling 1.6 million unregistered Class C shares to such vehicles, in each case, including shares issued pursuant to the Company's distribution reinvestment plan.\n\nWe have also sold Class I and Class S-2 shares to certain accredited investors through certain participating broker-dealers. During the three months ended March 31, 2026, we received $37.9 million from selling 2.7 million unregistered Class I shares and $80.6 million from selling 5.7 million unregistered Class S-2 shares, in each case, including shares issued pursuant to the Company's distribution reinvestment plan.\n\nWe have also issued 1.4 million Class S and D shares for $20.3 million pursuant to the Company's distribution reinvestment plan to certain investors that previously purchased shares in the public offering and are clients of certain participating broker-dealers.\n\nEach of the foregoing transactions was exempt from the registration provisions of the Securities Act, by virtue of Section 4(a)(2) and/or Regulation D or Regulation S promulgated thereunder.\n\nShare Repurchases\n\nUnder our Share Repurchase Plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price (the “Early Repurchase Deduction”) subject to certain limited exceptions. Settlements of share repurchases will generally be made within three business days of the Repurchase Date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.\n\nThe aggregate NAV of total repurchases of all share classes, excluding OP units held by investors other than the Company, (including repurchases at certain non-U.S. investor access funds primarily created to hold shares of the Company, but excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited to no more than 2% of our aggregate NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to stockholders as of the end of the immediately preceding three months). For the avoidance of doubt, both of these limits are assessed during each month in a calendar quarter. Certain stockholders are subject to certain restrictions, including a minimum holding period and certain repurchase limitations, in addition to the Company's existing monthly and quarterly limitations. We have in the past received, and may in the future receive, repurchase requests that exceed the limits under our Share Repurchase Plan, and we have in the past repurchased less than the full amount of shares requested, resulting in the repurchase of shares on a pro rata basis. For the three months ended March 31, 2026, we fulfilled $1.3 billion of share and unit repurchases requested, which represents all repurchase requests received for the three months ended March 31, 2026.\n\nShould repurchase requests, in our board of directors’ judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should our board of directors otherwise determine that investing our liquid assets in real properties or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, our board of directors may determine to repurchase fewer shares than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under our Share Repurchase Plan), or none at all. Further, our board of directors has in the past made exceptions to the limitations in our Share Repurchase Plan and may in the future, in certain circumstances, make exceptions to such repurchase limitations (or repurchase fewer shares than such repurchase limitations), or modify or suspend our Share Repurchase Plan if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our stockholders. In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions. All unsatisfied\n\n77\n\nrepurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the Share Repurchase Plan, as applicable.\n\nIf the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.\n\nDuring the three months ended March 31, 2026, we repurchased shares of our common stock in the following amounts:\n\nMonth of:Total Number\nof Shares\nRepurchasedAverage\nPrice Paid per ShareTotal Number of\nShares Repurchased\nas Part of Publicly\nAnnounced Plans\nor Programs\nRepurchases as a Percentage of NAV(1)\n\nMaximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Program(2)\n\nJanuary 202632,791,105 $14.12 32,791,105 0.9 %— \n\nFebruary 202627,291,139 $14.18 27,291,139 0.8 %— \n\nMarch 202628,678,095 $14.23 28,678,095 0.8 %— \n\nTotal88,760,339 $14.17 88,760,339 2.5 %— \n\n(1)Represents aggregate NAV of the shares repurchased under our Share Repurchase Plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month.\n\n(2)All repurchase requests under our share repurchase plan were satisfied.\n\nAs of March 31, 2026, Blackstone owned shares of the Company and units of BREIT OP valued at an aggregate $4.8 billion. Blackstone did not submit any repurchase requests for shares or units previously issued as payment for management fees or the performance participation allocation during the three months ended March 31, 2026."}