Blackstone Private Real Estate Credit & Income Fund

Issuer

Blackstone Private Real Estate Credit & Income Fund

Security title

Common Shares of Beneficial Interest

Principal address

Comment

This Amendment No. 12 ("Amendment No. 12") amends and supplements the initial Schedule 13D filed with the Securities and Exchange Commission on June 27, 2025; as amended by Amendment No. 1 filed with the Securities and Exchange Commission on July 18, 2025; as amended by Amendment No. 2 filed with the Securities and Exchange Commission on August 22, 2025; as amended by Amendment No. 3 filed with the Securities and Exchange Commission on September 22, 2025; as amended by Amendment No. 4 filed with the Securities and Exchange Commission on October 21, 2025; as amended by Amendment No. 5 filed with the Securities and Exchange Commission on November 24, 2025; as amended by Amendment No. 6 filed with the Securities and Exchange Commission on December 22, 2025; as amended by Amendment No. 7 filed with the Securities and Exchange Commission on February 24, 2026; as amended by Amendment No. 8 filed with the Securities and Exchange Commission on March 23, 2026; as amended by Amendment No. 9 filed with the Securities and Exchange Commission on June 24, 2026; as amended by Amendment No. 10 filed with the Securities and Exchange Commission on July 24, 2026; as amended by Amendment No. 11 filed with the Securities and Exchange Commission on August 24, 2026 (as amended, the "Schedule 13D") relating to the common shares of beneficial interest ("Common Shares") of Blackstone Private Real Estate Credit and Income Fund (the "Issuer"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Principal occupation

The principal business of each of Blackstone Private Credit Fund, BCRED X, BMACX and BREC-S is investing in securities. The principal business of Blackstone Private Credit Strategies LLC is as an investment adviser registered with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended, and serving as the investment adviser of Blackstone Private Credit Fund and BMACX. The principal business of Blackstone Credit BDC Advisors LLC is as an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, and serving as the sub-adviser to Blackstone Private Credit Fund. The principal business of Blackstone Alternative Credit Advisors LP is as an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, and performing the functions of, and serving as, managing member of Blackstone Credit BDC Advisors LLC and other affiliated Blackstone entities. The principal business of GSO Capital Partners GP L.L.C. is performing the functions of, and serving as the general partner of Blackstone Alternative Credit Advisors LP. The principal business of StoneCo IV Corporation is performing the functions of, and serving as the sole member of GSO Capital Partners GP L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Holdings AI L.P. is performing the functions of, and serving as the sole shareholder of StoneCo IV Corporation and other affiliated Blackstone entities. The principal business of BREC Offshore Feeder GP, L.L.C. is performing the functions of, and serving as the general partner of BREC-S and other affiliated Blackstone entities. The principal business of Blackstone Holdings IV L.P. is performing the functions of, and serving as the sole member of BREC Offshore Feeder GP, L.L.C. The principal business of Blackstone Holdings IV GP L.P. is performing the functions of, and serving as the general partner of Blackstone Holdings IV L.P. The principal business of Blackstone Holdings IV GP Management (Delaware) L.P. is performing the functions of, and serving as the general partner of Blackstone Holdings IV GP L.P. The principal business of Blackstone Holdings IV GP Management L.L.C. is performing the functions of, and serving as the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. The principal business of Blackstone Intermediary Holdco L.L.C. is performing the functions of, and serving as, the sole member of Blackstone Private Credit Strategies LLC. The principal business of Blackstone Securities Partners L.P. is performing the functions of, and serving as, the sole member of Blackstone Intermediary Holdco L.L.C. The principal business of Blackstone Advisory Services L.L.C. is performing the functions of, and serving as, the general partner of Blackstone Securities Partners L.P. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, a sole member of Blackstone Advisory Services L.L.C. The principal business of Blackstone Holdings I/II GP L.L.C. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings AI L.P. and Blackstone Holdings I L.P. and other affiliated Blackstone entities. The principal business of Blackstone is performing the functions of, and serving as, the sole member of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings IV GP Management L.L.C. and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the sole holder of the Series II preferred stock of Blackstone. The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone and Blackstone Group Management L.L.C.

Filing person

Items 2(a) - (d) of the Schedule 13D are hereby amended and restated as follows: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons". This statement is filed on behalf of: i. BCRED X Holdings LLC, a Delaware limited liability company ("BCRED X"); ii. Blackstone Private Credit Fund, a Delaware statutory trust; iii. Blackstone Private Multi-Asset Credit and Income Fund, a Delaware statutory trust ("BMACX"); iv. Blackstone Private Credit Strategies LLC, a Delaware limited liability company; v. Blackstone Intermediary Holdco L.L.C., a Delaware limited liability company; vi. Blackstone Securities Partners L.P., a Delaware limited partnership; vii. Blackstone Advisory Services L.L.C., a Delaware limited liability company; viii. Blackstone Credit BDC Advisors LLC, a Delaware limited liability company; ix. Blackstone Alternative Credit Advisors LP, a Delaware limited partnership; x. GSO Capital Partners GP L.L.C., a Delaware limited liability company; xi. StoneCo IV Corporation, a Delaware corporation; xii. Blackstone Holdings AI L.P., a Delaware limited partnership; xiii. Blackstone Private Real Estate Credit & Income Fund (Offshore Strategic Feeder Fund) L.P. ("BREC-S"), a Cayman Islands limited partnership; xiv. BREC Offshore Feeder GP, L.L.C., a Cayman Islands limited liability company; xv. Blackstone Holdings IV L.P., a Quebec limited partnership; xvi. Blackstone Holdings IV GP L.P., a Quebec limited partnership; xvii. Blackstone Holdings IV GP Management (Delaware) L.P., a Delaware limited partnership; xviii. Blackstone Holdings IV GP Management L.L.C., a Delaware limited liability company; xix. Blackstone Holdings I L.P., a Delaware limited partnership; xx. Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company; xxi. Blackstone Inc., a Delaware corporation ("Blackstone"); xxii. Blackstone Group Management L.L.C., a Delaware limited liability company; and xxiii. Stephen A. Schwarzman, a United States citizen.

Criminal proceedings response

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Principal business address

The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit 99.1. Information regarding each director and executive officer of Blackstone is set forth on the amended and restated Schedule I filed as Exhibit 99.2 to Amendment No. 11 to Schedule 13D filed on August 24, 2026 and incorporated herein by reference in this Item 2(b). The principal business address of each of the Reporting Persons is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.

Source of funds

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: On September 1, 2026, BMACX subscribed for 191,058.464 Common Shares. The aggregate purchase price for BMACX's investment was $5,000,000. BMACX was deemed to acquire the securities on September 23, 2026, when the net asset value of the Common Shares was determined. The source of funds for the purchase of the Common Shares by BMACX was from working capital. On September 1, 2026, BREC-S subscribed for 636.667 Common Shares. The aggregate purchase price for BREC-S's investment was $16,661.58. BREC-S was deemed to acquire the securities on September 23, 2026, when the net asset value of the Common Shares was determined. The source of funds for the purchase of the Common Shares by BREC-S was from working capital.

Number of shares

The information contained in rows 7 through 10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b).

Transactions

Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Common Shares since the filing of Amendment No. 11.

Other persons with an interest

To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons.

Date ownership ceased to exceed 5%

Not Applicable.

Percentage of class

Items 5(a)-(e) of the Schedule 13D are hereby amended and restated in their entirety as follows: The information set forth in the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. Calculation of the percentage of Common Shares beneficially owned is based on 39,241,532.865 Common Shares outstanding as of September 23, 2026 as disclosed by the Issuer to the Reporting Persons. The aggregate number and percentage of Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. BCRED X directly holds 18,628,294.597 Common Shares. Blackstone Private Credit Fund is the sole member of BCRED X. Blackstone Private Credit Strategies LLC is the investment adviser of Blackstone Private Credit Fund. Blackstone Intermediary Holdco L.L.C. is the sole member of Blackstone Private Credit Strategies LLC. Blackstone Securities Partners L.P. is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Advisory Services L.L.C. is the general partner of Blackstone Securities Partners L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Advisory Services L.L.C. Blackstone Credit BDC Advisors LLC is the sub-adviser of Blackstone Private Credit Fund. Blackstone Alternative Credit Advisors LP is the sole member of Blackstone Credit BDC Advisors LLC. GSO Capital Partners GP L.L.C. is the general partner of Blackstone Alternative Credit Advisors LP. StoneCo IV Corporation is the sole member of GSO Capital Partners GP L.L.C. Blackstone Holdings AI L.P. is the sole shareholder of StoneCo IV Corporation. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings AI L.P. and Blackstone Holdings I L.P. BMACX directly holds 8,895,477.880 Common Shares. Blackstone Private Credit Strategies LLC is the investment adviser of BMACX. Blackstone Intermediary Holdco L.L.C. is the sole member of Blackstone Private Credit Strategies LLC. Blackstone Securities Partners L.P. is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Advisory Services L.L.C. is the general partner of Blackstone Securities Partners L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Advisory Services L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. BREC-S directly holds 29,399.470 Common Shares. BREC Offshore Feeder GP, L.L.C. is the general partner of BREC-S. Blackstone Holdings IV L.P. is the sole member of BREC Offshore Feeder GP, L.L.C. Blackstone Holdings IV GP L.P. is the general partner of Blackstone Holdings IV L.P. Blackstone Holdings IV GP Management (Delaware) L.P. is the general partner of Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Management L.L.C. is the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings IV GP Management L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each Reporting Person may be deemed to beneficially own the Common Shares of the Issuer directly held by BCRED X, BMACX and BREC-S directly or indirectly controlled by such Reporting Person. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Shares.

Filed exhibits

Item 7 is amended and supplemented to include the following exhibits: Exhibit No. Description 99.1 Joint Filing Agreement