Brookfield Real Estate Income Trust Reports Equity Sale

TL;DR

BREIT sold unregistered equity, details TBD.

AI Summary

Brookfield Real Estate Income Trust Inc. filed an 8-K on August 25, 2025, reporting an unregistered sale of equity securities on August 20, 2025. The filing does not disclose specific details about the sale, such as the number of shares or the price, but indicates it was an equity transaction.

Why It Matters

This filing indicates a transaction involving the sale of equity securities, which could impact the company's capital structure and shareholder ownership.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate less transparency or specific investor arrangements, warranting closer examination.

Key Players & Entities

• BROOKFIELD REAL ESTATE INCOME TRUST INC. (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• August 25, 2025 (date) — Date of Report
• 250 Vesey Street, 15th Floor New York, New York 10281 (address) — Principal executive offices

FAQ

Key Financial Figures

• $1,046,320 — tion of the July 2025 management fee of $1,046,320. This issuance to the Adviser was made
• $750,000 — es Consideration August 1, 2025 73,419 $750,000 Date of Unregistered Sale Number of C
• $109,256 — s Consideration August 20, 2025 10,398 $109,256 The Company also issued unregistered
• $19,328 — s Consideration August 20, 2025 1,838 $19,328 The Company also issued unregistered
• $64,553 — s Consideration August 20, 2025 6,147 $64,553 SIGNATURE Pursuant to the requireme

Filing Documents

• bra-20250820.htm (8-K) — 32KB
• 0001713407-25-000098.txt ( ) — 134KB
• bra-20250820.xsd (EX-101.SCH) — 2KB
• bra-20250820_lab.xml (EX-101.LAB) — 19KB
• bra-20250820_pre.xml (EX-101.PRE) — 11KB
• bra-20250820_htm.xml (XML) — 3KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities On August 20, 2025, 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 July 31, 2025, the Adviser elected to receive its management fees in Class I common shares and the Company issued 99,514 unregistered Class I common shares to the Adviser in satisfaction of the July 2025 management fee of $1,046,320. 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. 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 and Class C common shares issued to feeder vehicles during the month of August 2025. Date of Unregistered Sale Number of Class C Common Shares Issued to Feeder Vehicles Consideration August 1, 2025 73,419 $750,000 Date

View Full Filing

View this 8-K filing on SEC EDGAR