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Thu Oct 22 · pre-market2 signals on Oct 21108 insider buys this week · $250.3MCIRO short report next: Oct 31The week ahead

BSTT

Blackstone Real Estate Income Trust, Inc.
OTC · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS
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How BSTT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
53%
of sentences unchanged
Added
1087
new sentences
Dropped
450
sentences removed
Length
+27,646
words, now 110,025

New in FY2025

  • See “Description of Capital Stock—Restrictions on Ownership and Transfer” in the prospectus for our public offering of shares of our common stock (the “Current Offering”) (as amended and/or supplemented from time to time, the “Prospectus”). • We do not own the Blackstone name, but we are permitted to use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of Blackstone.
  • As of February 27, 2026, we had received cumulative net proceeds of $80.2 billion from the sale of shares of our Class I, Class S, Class S-2, Class D, Class D-2, Class T, Class T-2, and Class C common stock in our continuous public offering and private offerings, and units of BREIT OP.
  • We have contributed the net proceeds from the sale of shares to BREIT OP in exchange for a corresponding number of Class I, Class S, Class S-2, Class D, Class D-2, Class T, Class T-2, and Class C units.
  • In November 2025, BREIT and BREIT OP commenced a program (the “DST Program”) to issue and sell beneficial interests (“DST Interests”) in specific Delaware statutory trusts (the “DSTs”) holding real properties (the “DST Properties”) through private offerings.
  • These DST Interests will be issued and sold to “accredited investors” as that term is defined under Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”) in private placements exempt from registration pursuant to Section 4(a)(2) of the Securities Act (the “DST Offerings”).
  • Under the DST Program, each DST Property may be sourced from our real properties or acquired from third parties, will be held in a separate DST, and will be leased by the DST to a wholly-owned subsidiary of BREIT OP under a master lease agreement.
  • In accordance with the master lease, we are responsible for subleasing the DST Properties and for covering all costs associated with operating the underlying DST Properties.
  • Each master lease agreement will be guaranteed by BREIT OP, which will retain a fair market value purchase option (the “FMV Option”), giving BREIT OP the right, but not the obligation, to acquire the DST Interests in the applicable DST from the DST investors any time during a defined period in exchange for BREIT OP units or, in certain cases, a combination of BREIT OP units and cash.
  • After a one-year holding period, investors who acquire BREIT OP units pursuant to the FMV Option have a right to cause BREIT OP to redeem all or a portion of their OP units for, at our sole discretion, shares of our common stock, cash, or a combination of both.
  • Through its different businesses, Blackstone had total assets under management of $1.3 trillion as of December 31, 2025.
  • In connection with the performance of its duties, our Adviser benefits from the resources, relationships, and expertise of the 787 professionals in Blackstone’s global real estate group.
  • Blackstone has built the world’s preeminent global real estate business with $319.3 billion of investor capital under management as of December 31, 2025.
  • Investment Objectives Our investment objectives are to invest in assets that will enable us to: • provide attractive current income in the form of regular, stable cash distributions; • preserve and protect invested capital; • realize appreciation in NAV from proactive investment management and asset management; and • provide an investment alternative for stockholders seeking to allocate a portion of their long-term investment portfolios to private markets, including private commercial real estate which offers lower observed volatility than public real estate companies.
  • Our investment strategy seeks to capitalize on Blackstone’s scale and the real-time information provided by its real estate holdings to identify and acquire our target investments at attractive pricing.
  • These may include rental housing, industrial, data centers, net lease, hospitality, self storage, retail and office assets, as well as other sectors.
  • We use the Blackstone Real Estate Debt Strategies team to assist in this portion of the portfolio.
  • Investments in Real Estate We invest primarily in stabilized, income-generating commercial real estate across asset classes in the United States and, to a lesser extent, outside the United States.
  • We may also invest in equity of public and private real estate-related companies, including real estate-related operating companies.
  • We do not designate specific geography or sector allocations for the portfolio; rather, we intend to invest in regions or asset classes where we see the best opportunities that support our investment objectives.
  • The following charts further describe the diversification of our investments in real estate based on fair value as of December 31, 2025: ___________________________ 1 “Property Sector” weighting is measured as the asset value of real estate investments for each sector category divided by the asset value of all real estate investments, excluding the value of any third-party interests in such real estate investments.
  • The following map identifies the top markets of our real estate portfolio composition based on fair value as of December 31, 2025: The select states highlighted represent BREIT’s top three states by portfolio weighting.
  • Sunbelt refers to ~65% concentration in the South and West regions of the U.S. as defined by NCREIF.
  • As of December 31, 2025, we owned, in whole or in part, a diversified portfolio of income producing assets comprising 4,483 properties and 63,918 single family rental homes concentrated in growth markets primarily focused in Rental Housing, Industrial, Data Centers properties, and to a lesser extent Net Lease, Office, Hospitality, Retail, and Self Storage properties.
  • Investments in Real Estate Debt Our real estate debt investments focus on non-distressed public and private real estate debt, including, but not limited to, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other residential credit, real estate-related corporate credit, mortgages, mezzanine and other loans, interests of collateralized debt obligation and collateralized loan obligation vehicles and equity interests in public and private entities that invest in real estate debt as one of their core businesses, and may also include derivatives.
  • Our investments in real estate debt will be focused in the United States, but also include investments issued or backed by real estate in countries outside the United States.
  • We currently have secured and unsecured lines of credit from third parties and an uncommitted line of credit from an affiliate of Blackstone.
  • We may decide to seek to obtain additional lines of credit under which we would reserve borrowing capacity.
  • Human Capital We have no employees other than those employed by the management companies that were acquired in connection with the acquisitions of the April Housing Portfolio, Preferred Apartment Communities Portfolio and the American Campus Communities Portfolio, none of whom are executive officers of the Company or are involved in the management of the Company.
  • We will continue to seek to invest substantially all of the future net offering proceeds from the Current Offering and certain private offerings, after the payment of fees and expenses, in the acquisition of or investment in interests in properties and real estate debt.
  • We disclose funds from operations (“FFO”), adjusted funds from operations (“AFFO”), and funds available for distribution (“FAD”), each a non-U.S.
  • Generally Accepted Accounting Policies (“GAAP”) financial measure, in communications with investors, including documents filed with the SEC.
  • We have incurred net losses under GAAP in the past and may incur net losses in the future, and we have an accumulated deficit and may continue to have an accumulated deficit in the future.
  • For the years ended December 31, 2025 and 2024, we had net loss attributable to our stockholders of $3.3 billion and $890.5 million, respectively.
  • As of December 31, 2025 and 2024, we had an accumulated loss of approximately $8.2 billion and $4.9 billion, respectively, which largely reflects real estate depreciation and amortization expense in accordance with GAAP.
  • For the years ended December 31, 2025 and 2024, depreciation and amortization expense was approximately $3.2 billion and $3.6 billion, respectively.
  • For the years ended December 31, 2025 and 2024, our FAD was $1.1 billion and $1.2 billion, respectively.
  • For example, in the past, we have experienced periods of prorated fulfillment of repurchase requests, in accordance with the limitations specified in our share repurchase plan.
  • In addition, as of the date of this Annual Report on Form 10-K, a single investor owns approximately 9% of our total outstanding shares of common stock which ownership interest may increase under the terms of this investor’s investment in us.
  • Although this investor is required to submit repurchase requests pursuant to our share repurchase plan ratably over a 24-month period, a repurchase request by this investor or any other significant holder in the future could cause us to reach the limits of our share repurchase plan more quickly than we would have otherwise and may adversely impact the ability of other stockholders to have their shares repurchased.
  • Should repurchase requests, in our board of directors’ judgment, place an undue burden on our liquidity, adversely affect our operations or impose an adverse impact on us as a whole, or should our board of directors otherwise determine that investing our liquid assets in real properties or other investments rather than repurchasing our shares is in the best interests of us as a whole, then our board of directors may determine to repurchase fewer shares than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under our share repurchase plan), or none at all.

and 1047 more.

Gone since FY2024

  • See “Description of Capital Stock—Restrictions on Ownership and Transfer” in the prospectus for our public offering of shares of our common stock (the “Offering”) (as amended and/or supplemented from time to time, the “Prospectus”). • We do not own the Blackstone name, but we are permitted to use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of Blackstone.
  • As of March 7, 2025, we had received cumulative net proceeds of $76.8 billion from the sale of shares of our Class S, Class I, Class T, Class D and Class C common stock in our continuous public offering and private offerings, and units of BREIT OP.
  • We have contributed the net proceeds from the sale of shares to BREIT OP in exchange for a corresponding number of Class S, Class I, Class T, Class D and Class C units.
  • Through its different businesses, Blackstone had total assets under management of $1.1 trillion as of December 31, 2024.
  • In connection with the performance of its duties, our Adviser benefits from the resources, relationships, and expertise of the 839 professionals in Blackstone’s global real estate group.
  • Blackstone has built the world’s preeminent global real estate business with $315.4 billion of investor capital under management as of December 31, 2024.
  • Investment Objectives Our investment objectives are to invest in assets that will enable us to: • provide attractive current income in the form of regular, stable cash distributions; • preserve and protect invested capital; • realize appreciation in NAV from proactive investment management and asset management; and • provide an investment alternative for stockholders seeking to allocate a portion of their long-term investment portfolios to commercial real estate with lower volatility than listed public real estate companies.
  • Our investment strategy seeks to capitalize on Blackstone’s scale and the real-time information provided by its real estate holdings to identify and acquire investments at attractive pricing.
  • These may include rental housing, industrial, net lease, data centers, self storage, hospitality, retail and office assets, as well as other sectors.
  • We benefit from the Blackstone Real Estate Debt Strategies team to assist with investing and managing this portion of our portfolio.
  • Investments in Real Estate We invest primarily in stabilized, income-generating commercial real estate across assets in the United States and, to a lesser extent, outside the United States.
  • We also invest in equity of public and private real estate-related companies, including real estate-related operating companies.
  • We do not designate specific geography or sector allocations for the portfolio; rather we invest in regions or asset classes where we see the best opportunities that support our investment objectives.
  • The following charts further describe the diversification of our investments in real estate based on fair value as of December 31, 2024: ___________________________ 1 “Property Sector” weighting is measured as the asset value of real estate investments for each sector category divided by the asset value of all real estate investments, excluding the value of any third-party interests in such real estate investments.
  • The following map identifies the top markets of our real estate portfolio composition based on fair value as of December 31, 2024: The select states highlighted represent BREIT’s top three states by portfolio weighting.
  • As of December 31, 2024, we owned, in whole or in part, a diversified portfolio of income producing assets comprising 4,569 properties and 62,907 single family rental homes concentrated in growth markets primarily focused in Rental Housing, Industrial, Data Centers and Net Lease properties, and to a lesser extent Self Storage, Hospitality, Retail, and Office properties.
  • Investments in Real Estate Debt Our real estate debt investments focus on non-distressed public and private real estate debt, including, but not limited to, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other residential credit, real estate-related corporate credit, mortgage loans, mezzanine loans, interests in collateralized debt obligation and collateralized loan obligation vehicles and equity interests in public and private entities that invest in real estate debt as one of their core businesses, and may also include related derivative instruments.
  • Our investments in real estate debt are focused in the United States, but also include investments issued or backed by real estate in countries outside the United States.
  • We currently have secured and unsecured credit facilities from third parties and an uncommitted line of credit from an affiliate of Blackstone.
  • We may decide to seek to obtain additional credit facilities under which we would reserve borrowing capacity.
  • Human Capital We have no employees other than those employed by the management companies that were acquired in connection with the acquisitions of the Home Partners of America Portfolio, April Housing Portfolio, Preferred Apartment Communities Portfolio and the American Campus Communities Portfolio, none of whom are executive officers of the Company or are involved in the management of the Company.
  • We will continue to seek to invest substantially all of the future net offering proceeds from the Offering and certain private offerings, after the payment of fees and expenses, in the acquisition of or investment in interests in properties and real estate debt.
  • We disclose funds from operations (“FFO”), adjusted funds from operations (“AFFO”), and funds available for distribution (“FAD”), each a non-GAAP financial measure, in communications with investors, including documents filed with the SEC.
  • Generally Accepted Accounting Policies ( “ GAAP ”) in the past and may incur net losses in the future, and we have an accumulated deficit and may continue to have an accumulated deficit in the future.
  • For the years ended December 31, 2024 and 2023, we had net loss attributable to our stockholders of $890.5 million and $691.8 million, respectively.
  • As of December 31, 2024 and 2023, we had an accumulated loss of approximately $4.9 billion and $4.0 billion, respectively, which largely reflects real estate depreciation and amortization expense in accordance with GAAP.
  • For the years ended December 31, 2024 and 2023, depreciation and amortization expense was approximately $3.6 billion and $3.8 billion, respectively.
  • For the years ended December 31, 2024 and 2023, our FAD was $1.2 billion and $1.7 billion, respectively.
  • For example, we began a period of prorated fulfillment of repurchase requests in November 2022, in accordance with the limitations specified in our share repurchase plan.
  • Should repurchase requests, in our board of directors’ judgment, place an undue burden on our liquidity, adversely affect our operations or impose an adverse impact on the Company as a whole, or should our board of directors otherwise determine that investing our liquid assets in real properties or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, then our board of directors may determine to repurchase fewer shares than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under our share repurchase plan), or none at all.
  • Upon suspension of our share repurchase plan, our share repurchase plan requires our board of directors to consider at least quarterly whether the continued suspension of the plan is in the best interest of the Company and its stockholders; however, we are not required to authorize the recommencement of the share repurchase plan within any specified period of time.
  • Events affecting economic conditions in the United States and/or elsewhere or globally, such as the general negative performance of the real estate sector (including as a result of inflation or higher interest rates), market volatility, trade conflict, civil unrest, national and international security events, war (including ongoing conflicts in the Middle East and Ukraine), extreme weather events (including climate change, hurricanes, wild fires, earthquakes or floods) or the spread of infectious illnesses, pandemics or other public health emergencies, could cause our stockholders to seek the repurchase of their shares pursuant to our share repurchase plan at a time when such events are adversely affecting the performance of our assets.
  • In light of the nature of our continuous public offering as well as ongoing and periodic private offerings in relation to our investment strategy and the need to be able to deploy potentially large amounts of capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying and purchasing suitable investments on attractive terms, there could be a delay between the time we receive net proceeds from the sale of shares of our common stock in the Offering or any private offering and the time we invest the net proceeds.
  • As a result, the return you realize on your investment may be reduced and our net asset value may be negatively impacted which would adversely impact the value of your investment in our shares.
  • In addition, as discussed further under “Material U.S.
  • Federal Income Tax Considerations” in the Prospectus, if the aggregate amount of cash we distribute to a stockholder in any given year exceeds the allocable amount of our current or accumulated earnings and profits, the excess amount will either be (1) a return of capital to the extent that the excess amount does not exceed the adjusted basis of the stockholder’s stock or (2) a gain from the sale or exchange of property to the extent that the excess amount exceeds such adjusted basis.We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform, if expenses are greater than our revenues or due to numerous other factors.
  • Because the price you will pay for shares of our common stock in the Offering, and the price at which your shares may be repurchased by us pursuant to our share repurchase plan are generally based on our prior month’s NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.
  • In addition, all of our single family rental housing (“SFR”) properties will be appraised at the same time on an annual basis .
  • The methods used by our Adviser and State Street or its affiliates to calculate our monthly NAV, including the components used in calculating our NAV, are not prescribed by rules of the SEC or any other regulatory agency.
  • Through other provisions in our charter and bylaws, we vest in our board of directors the exclusive power to fix the number of directorships, provided that the number is not less than three.

and 410 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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