BROOKFIELD REAL ESTATE INCOME TRUST INC. 8-K

What Happened
Brookfield Real Estate Income Trust Inc. filed an 8-K (Item 3.02) on March 26, 2026 reporting multiple issuances of unregistered common shares in March 2026. The company issued shares to its adviser (Brookfield REIT Adviser LLC), to Brookfield and its affiliates, and to a feeder vehicle that offers interests to non-U.S. persons. One issuance satisfied the adviser’s February 2026 management fee, and other issuances were made under the company’s distribution reinvestment plan (DRIP) or private sale.

Key Details

• Adviser fee in shares: 106,210 Class I common shares issued to Brookfield REIT Adviser LLC for the February 2026 management fee of $1,100,359 (adviser elected shares). Issuance pursuant to Section 4(a)(2) of the Securities Act.
• Private sale to feeder vehicle: 24,886 Class C common shares sold on March 2, 2026 for $250,000; exempt under Section 4(a)(2) and Regulation S (feeder vehicle for non‑U.S. persons).
• DRIP issuances on March 20, 2026:
  • 9,755 Class I shares to a non‑U.S. feeder vehicle for $101,184 (Section 4(a)(2)).
  • 160,316 Class I shares to Brookfield and affiliates for $1,660,902 (Section 4(a)(2)).
  • 23,239 Class E shares to Brookfield and affiliates for $240,560 (Section 4(a)(2)).
• Report signed by Michelle L. Campbell, Secretary, dated March 26, 2026.

Why It Matters
These transactions increase the company’s outstanding common shares and reflect the adviser’s election to be paid in stock rather than cash for management fees. Issuances to Brookfield affiliates and non‑U.S. feeder vehicles were completed using exemptions from registration (Section 4(a)(2) and Regulation S), which is common for affiliated and internationally targeted purchases but is material because it affects ownership distribution and share count. Investors should note these are share issuances (not cash transactions) and may have a modest dilutive effect depending on the company’s total share base.