Current Report · Items 3.02 · 8-K
BROOKFIELD REAL ESTATE INCOME TRUST INC.
Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities On October 20, 2026, Brookfield Real Estate Income Trust Inc. (the “Company”) issued equity securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) to Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Ltd. (together with its affiliates, “Brookfield”).…
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities
On October 20, 2026, Brookfield Real Estate Income Trust Inc. (the “Company”) issued equity securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) to Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Ltd. (together with its affiliates, “Brookfield”). Pursuant to the advisory agreement by and among the Company, Brookfield REIT Operating Partnership L.P. and the Adviser, the Adviser is entitled to an annual management fee payable monthly in cash or shares of the Company’s Class E or Class I common stock, in each case at the Adviser’s election. For the month ended September 30, 2026, the Adviser elected to receive its management fees in Class I common shares and the Company issued 120,587 unregistered Class I common shares to the Adviser in satisfaction of the September 2026 management fee of $1,272,987. This issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.
The Company sold Class C shares in a private offering to a feeder vehicle that offers interests in such feeder vehicle to non-U.S. persons. These shares were issued at the applicable NAV per share on the date the shares were sold. The offer and sale of Class C shares to the feeder vehicle was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder.
Date of Issuance Number of Class C Common Shares Issued to Feeder Vehicles Consideration
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October 1, 2026 97,669 $1,000,000
On October 20, 2026, the Company also issued unregistered Class I common shares pursuant to the Company’s distribution reinvestment plan to a feeder vehicle that offers interests in such feeder vehicle to non-U.S. persons. This issuance was made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class I common shares issued to the feeder vehicle during the month of October 2026.
Date of Unregistered Sale Number of Class I Common Shares Issued to Feeder Vehicles Consideration
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October 20, 2026 5,530 $58,524
On October 20, 2026, the Company also issued unregistered Class I common shares pursuant to the Company’s distribution reinvestment plan to Brookfield and its affiliates. These issuances were made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class I common shares issued to Brookfield and its affiliates during the month of October 2026.
Date of Unregistered Sale Number of Class I Common Shares Issued to Brookfield and its Affiliates Consideration
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October 20, 2026 126,590 $1,336,358
On October 1, 2026, the Company also sold Class E common shares to certain employees of Brookfield and its affiliates in one or more private offerings. These shares were issued at the applicable NAV per share on the date the shares were sold. The offer and sale of Class E common shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation D thereunder. On October 20, 2026, the Company also issued unregistered Class E common shares pursuant to the Company’s distribution reinvestment plan to Brookfield and its affiliates. These issuances were made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class E common shares issued to Brookfield and its affiliates during the month of October 2026.
Date of Unregistered Sale Number of Class E Common Shares Issued to Brookfield and its Affiliates Consideration
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October 1, 2026 75,770 $800,000
October 20, 2026 19,425 $205,094