Brookfield Real Estate Income Trust Inc.

04/23/2026 | Press release | Distributed by Public on 04/23/2026 13:40

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities
On April 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 March 31, 2026, the Adviser elected to receive its management fees in Class I common shares and the Company issued 105,505 unregistered Class I common shares to the Adviser in satisfaction of the March 2026 management fee of $1,094,361. This issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.
On April 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 April 2026.
Date of Unregistered Sale Number of Class I Common Shares Issued to Feeder Vehicles Consideration
April 20, 2026 9,261 $96,027
On April 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 April 2026.
Date of Unregistered Sale Number of Class I Common Shares Issued to Brookfield and its Affiliates Consideration
April 20, 2026 161,661 $1,676,840
On April 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 April 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 April 2026.
Date of Unregistered Sale Number of Class E Common Shares Issued to Brookfield and its Affiliates Consideration
April 1, 2026 32,793 $339,869
April 20, 2026 23,405 $242,570
Brookfield Real Estate Income Trust Inc. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 23, 2026 at 19:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]