Brookfield Real Estate Income Trust Inc.

02/24/2026 | Press release | Distributed by Public on 02/24/2026 14:54

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities
On February 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 January 31, 2026, the Adviser elected to receive its management fees in Class I common shares and the Company issued 105,895 unregistered Class I common shares to the Adviser in satisfaction of the January 2026 management fee of $1,098,956. This issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.
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 vehicles 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 ofFebruary 2026.
Date of Unregistered Sale Number of Class I Common Shares Issued to Feeder Vehicles Consideration
February 20, 2026 9,960 $103,184
On February 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 February 2026.
Date of Unregistered Sale Number of Class I Common Shares Issued to Brookfield and its Affiliates Consideration
February 20, 2026 158,520 $1,645,090
On February 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 February 2026.
Date of Unregistered Sale Number of Class E Common Shares Issued to Brookfield and its Affiliates Consideration
February 20, 2026 23,030 $238,791
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