BSTT 10-K & 10-Q changes, risk factors and insider trading

We have held most of our current investments for a limited period of time and are not able to provide you with information to assist you in evaluating the merits of any specific properties or real estate debt that we may acquire in the future, except for investments that may be described in one or more supplements to the Prospectus. Because we have not held certain of our current investments for a long period of time, it may be difficult for you to evaluate our success in achieving our investment objectives. 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. However, because you will be unable to evaluate the economic merit of our future investments before we make them, you will have to rely entirely on the ability of the Adviser to select suitable and successful investment opportunities. Furthermore, the Adviser has broad discretion in selecting the types of properties we will invest in and the tenants of those properties, and you will not have the opportunity to evaluate potential investments. These factors increase the risk that your investment may not generate returns comparable to other real estate investment alternatives.

We disclose funds from operations (“FFO”), adjusted funds from operations (“AFFO”), and funds available for distribution (“FAD”), each a non-GAAPnon-U.S. Generally Accepted Accounting Policies (“GAAP”) financial measure, in communications with investors, including documents filed with the SEC. However, these measures are not equivalent to our net income or loss as determined under GAAP, and do not represent a complete measure of our financial position and results of operations.

We have incurred net losses under U.S. 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, 20242025 and 2023,2024, we had net loss attributable to our stockholders of $890.5$3.3 millionbillion and $691.8$890.5 million, respectively. As of December 31, 20242025 and 2023,2024, we had an accumulated loss of approximately $4.9$8.2 billion and $4.0$4.9 billion, respectively, which largely reflects real estate depreciation and amortization expense in accordance with GAAP. For the years ended December 31, 20242025 and 2023,2024, depreciation and amortization expense was approximately $3.6$3.2 billion and $3.8$3.6 billion, respectively. For the years ended December 31, 20242025 and 2023,2024, our FAD was $1.2$1.1 billion and $1.7$1.2 billion, respectively.

There is no current public trading market for shares of our common stock, and we do not expect that such a market will ever develop. Therefore, repurchase of shares by us will likely be the only way for you to dispose of your shares, and such repurchases are limited by the share repurchase plan. We expect to continue to repurchase shares at a price equal to the transaction price of the class of shares being repurchased on the date of repurchase (which will generally be equal to our prior month’s NAV per share) and not based on the price at which you initially purchased your sharesshares, except that, subject to limited exceptions, shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price. As a result, you may receive less than the price you paid for your shares when you sell them to us pursuant to our share repurchase plan. See Item 5—“Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Share Repurchases.”

We may choose to repurchase fewer shares than have been requested in any particular month to be repurchased under our share repurchase plan, which is approved and administered by our board of directors, or none at all, in our discretion at any time. We may repurchase fewer shares than have been requested to be repurchased due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than repurchasing our shares. In addition, the aggregate NAV of total repurchases (including repurchases at certain non-U.S. investor access funds primarily created to hold shares of our common stock but excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited, in any calendar month, to no more than 2% of our aggregate NAV (measured using the aggregate NAV as of the end of the immediately preceding month) and, in any calendar quarter, to shares whose aggregate value is no more than 5% of our aggregate NAV (measured using the average aggregate NAV at the end of the immediately preceding three months). For the avoidance of doubt, both of these limits are assessed each month in a calendar quarter. We have in the past received, and may in the future receive, repurchase requests that exceed the limits under our share repurchase plan, and we have in the past repurchased less than the full amount of shares requested, resulting in the repurchase of shares on a pro rata basis. For example, in the past, we beganhave aexperienced periodperiods of prorated fulfillment of repurchase requests in November 2022,requests, in accordance with the limitations specified in our share repurchase plan. In such case, we accepted repurchase requests from each investor up to such repurchase limitations. Further, our board of directors has in the past made exceptions to the limitations in our share repurchase plan and may in the future, in certain circumstances, make exceptions to such repurchase limitations (or repurchase fewer shares than such repurchase limitations), or modify or suspend our share repurchase plan if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our stockholders. Our board of directors cannot terminate our share repurchase plan absent a liquidity event which results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. If the full amount of all shares of our common stock requested to be repurchased in any given month are not repurchased, funds will be allocated pro rata based on the total number of shares of common stock being repurchased without regard to class and subject to the volume limitation. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase plan, as applicable.

The vast majority of our assets consist of properties that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have a sufficient amount of cash to immediately satisfy repurchase requests. 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 Companyus 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 Companyus 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 Companyus and its stockholders; however, we are not required to authorize the recommencement of the share repurchase plan within any specified period of time. As a result, a stockholder’s ability to have their shares repurchased by us has been limited in the past, and may be limited in the future, and at times stockholders have not been able to, and may not in the future be able to, liquidate their investment. See Item 5—“Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Share Repurchases.”

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, geopolitical events, military conflicts and 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. Even if we decide to satisfy all resulting repurchase requests, our cash flow and liquidity could be materially adversely affected, and we may incur additional leverage. In addition, if we determine to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth of our portfolio by property type and location, could be materially adversely affected.

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 Current Offering or any private offering and the time we invest the net proceeds. We may also from time to time hold cash pending deployment into investments or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our stockholders that may be invested in money market accounts or other similar temporary investments, each of which is subject to management fees.

We may not generate sufficient cash flow from operations to fully fund distributions to stockholders. Therefore, we may fund distributions to our stockholders from sources other than cash flow from operations, including, without limitation, borrowings, the sale of our assets, repayments of our real estate debt investments, return of capital or offering proceedsproceeds, and advances or the deferral of fees and expenses. The extent to which we fund distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, the extent to which the Adviser elects to receive its management fee in shares of our common stock and/or Operating Partnership units and the Special Limited Partner elects to receive distributions on its performance participation interest in Operating Partnership units, how quickly we invest the proceeds from this and any future offering and the performance of our investments, including our real estate debt portfolio. Funding distributions from borrowings, the sale of our assets, repayments of our real estate debt investments, return of capital or offering proceeds, and advances or the deferral of fees and expenses will result in us having less funds available to acquire properties or other real estate-related investments. 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.reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage basis and may impact the value of your investment especially if we sell these securities at prices less than the price you paid for your 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.WeWe 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. We cannot predict when, if ever, distribution payments sourced from borrowings and from proceeds may occur, and an extended period of such payments would likely be unsustainable. We have not established a limit on the amount of our distributions that may be funded from any of these sources.

There will be no retroactive adjustment in the valuation of such assets, the offering price of our shares of common stock, the price we paid to repurchase shares of our common stock or NAV-based fees we paid to the Adviser and Blackstone Securities Partners L.P. (the “Dealer Manager”), an affiliate of the Adviser, to the extent such valuations prove to not accurately reflect the realizable value of our assets. Because the price you will pay for shares of our common stock in the Current 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. To the extent the price at which purchases and repurchases of our shares is different from the realizable value of our assets on the date of purchase and repurchase, current stockholders may experience economic dilution with respect to their ownership interest in us.

We anticipate that the annual appraisals of our properties will be conducted on a rolling basis, such that properties may be appraised at different times but each property would be appraised at least once per year. In addition, all of our single family rental housing (“SFR”) properties will be appraised at the same time on an annual basis. When these appraisals are considered by the Adviser for purposes of valuing the relevant property, there may be a material change in our NAV per share amounts for each class of our common stock from those previously reported. These changes in a property'sproperty’s value may be as a result of property-specific events or as a result of more general changes to real estate values resulting from local, national or global economic changes. In addition, actual operating results for a given month may differ from what we originally budgeted for that month, which may cause a material increase or decrease in the NAV per share amounts. We will not retroactively adjust the NAV per share of each class reported for the previous month. Therefore, because a new annual appraisal may differ materially from the prior appraisal or the actual results from operations may be better or worse than what we previously budgeted for a particular month, the adjustment to take into consideration the new appraisal or actual operating results may cause the NAV per share for each class of our common stock to increase or decrease, and such increase or decrease will occur in the month the adjustment is made.

The methods used by our Adviser and State Street Bank and Trust Company (“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. Further, there are no accounting rules or standards that prescribe which components should be used in calculating our NAV, and our NAV is not audited by our independent registered public accounting firm. We calculate and publish NAV monthly solely for purposes of establishing the price at which we sell and repurchase shares of our common stock on a monthly basis, and you should not view our monthly NAV, on its own, as a measure of our historical or future financial condition or performance. The components and methodology used in calculating our NAV may differ from those used by other companies now or in the future.

These provisions may discourage an extraordinary transaction, such as a merger, tender offer or sale of all or substantially all of our assets, all of which might provide a premium price for stockholders’ shares. In our charter, we have elected that vacancies on our board of directors be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. 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.three nor more than 15. We have not elected to be subject to any of the other provisions described above, but our charter does not prohibit our board of directors from opting into any of these provisions in the future.

Further, under the Maryland Business Combination Act, we may not engage in any merger or other business combination with an “interested stockholder” (which is defined as (1) any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock andor (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock) or any affiliate of that interested stockholder for a period of five years after the most recent date on which the interested stockholder became an interested stockholder. A person is not an interested stockholder if our board of directors approved in advance the transaction by which such stockholder would otherwise have become an interested stockholder. In approving a transaction, our board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms or conditions determined by our board of directors. After the five-year period ends, any merger or other business combination with the interested stockholder or any affiliate of the interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least:

The Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by stockholders by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation,corporation are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions. The control share acquisition statute does not apply: (1) to shares acquired in a merger, consolidation or statutory share exchange if the Maryland corporation is a party to the transaction; or (2) to acquisitions approved or exempted by the charter or bylaws of the Maryland corporation. Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future. For a more detailed discussion on the Maryland laws governing control share acquisitions, see “Certain Provisions of Maryland Law and Our Charter and Bylaws—Control Share AcquisitionAcquisitions” in the Prospectus.

Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, our charter generally limits the personal liability of our directors and officers for monetary damages subject to thecertain limitations of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007 and amended on September 7, 2025 (the “NASAA REIT Guidelines”) and Maryland law. Maryland law and our charter provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment as material to the cause of action. Moreover, our charter generally requires us to indemnify and advance expenses to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. Further, we have entered into separate indemnification agreements with each of our officers and directors. As a result, you and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors or officers, or the Adviser and its affiliates, for any liability or loss suffered by them or hold our directors or officers, the Adviser and its affiliates harmless for any liability or loss suffered by us, unless they have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, the Adviser and its affiliates, or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from the stockholders. See “Management—Limited Liability and Indemnification of Directors, Officers, the Adviser and Other Agents” in the Prospectus.

Holders of our common stock will not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue up to 12,100,000,00017,400,000,000 shares of capital stock, of which 12,000,000,00017,300,000,000 shares are classified as common stock, par value $0.01 per share, of which 500,000,000 shares are classified as Class T shares, 400,000,000 shares are classified as Class T-2 shares, 3,000,000,000 shares are classified as Class S shares, 2,500,000,000 shares are classified as Class S-2 shares, 1,500,000,000 shares are classified as Class D shares, 1,400,000,000 shares are classified as Class D-2 shares, 6,000,000,000 shares are classified as Class I shares, 500,000,000 shares are classified as Class C shares, and500,000,000 shares are classified as Class F shares, 500,000,000 shares are classified as Class FL shares, 500,000,000 shares are classified as Class L-2 shares and 100,000,000 shares are classified as preferred stock, par value $0.01 per share. We have also issued shares in private offerings and Operating Partnership units to holders other than the Companyus and made equity grants to our independent directorsdirectors, employees of our consolidated subsidiaries and service providers, and expect to make more such issuances in the future. In addition, our board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. Our board of directors may elect, without stockholder approval, to: (1) sell additional shares in this or future public offerings; (2) issue shares of our common stock or units in our Operating Partnership in private offerings; (3) issue shares of our common stock or Operating Partnership units upon the exercise of the options we may grant to our independent directors or future employees; (4) issue shares of our common stock or Operating Partnership units to the Adviser or the Special Limited Partner, or their successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us or the performance participation allocation; (5) issue shares of our common stock or Operating Partnership units to sellers of properties we acquire, or (6) issue equity incentive compensation to certain employees of our portfolio companies, other portfolio company service providers owned by Blackstone-advised investment vehicles, or to third parties as satisfaction of obligations under incentive compensation arrangements. To the extent we issue additional shares of common stock after your purchase in the Current Offering, your percentage ownership interest in us will be diluted. Because we hold all of our assets through the Operating Partnership, to the extent we issue additional units of our Operating Partnership after you purchase shares in the Current Offering, your percentage ownership interest in our assets will be diluted. Because certain classes of the units of our Operating Partnership may, in the discretion of our board of directors, be exchanged for shares of our common stock, any merger, exchange or conversion between our Operating Partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Because of these and other reasons, our stockholders may experience substantial dilution in their percentage ownership of our shares or their interests in the underlying assets held by our Operating Partnership. Operating Partnership units may have different and preferential rights to the claims of common units of our Operating Partnership which correspond to the common stock held by our stockholders. Certain units in our Operating Partnership may have different and preferential rights to the terms of the common Operating Partnership units which correspond to the common stock held by our stockholders.

We depend on the Adviser and its affiliates to develop the appropriate systems and procedures to control operational risk. Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial losses, the disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. We rely heavily on ourthe Adviser’s financial, accounting, treasury, communications and other data processing systems. The ability of our Adviser’s systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, the Adviser will not be liable to us for losses incurred due to the occurrence of any such errors.

Cybersecurity risks and data protection could result in the loss of data, interruptions in our business,business and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

Cybersecurity incidentsincidents, and cyber-attack,cyber-attacks, denial of service attacks, ransomware attacks, and social engineering attempts (including business email compromise attacks) have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a consequence of the COVID-19 pandemic and the increased frequency of virtual working arrangements).future. There have been a number of recent highly publicized cases involving the dissemination, theft and destruction of corporate information or other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of third parties, including nation state actors and terrorist or criminal organizations. We, Blackstone, wethe andportfolio ourcompanies, their service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure access to, and processing, storage and transmission of confidential and other information in their systems and those of their respective third-party service providers. These information, technology and communications systems are subject to a number of different threats or risks that could adversely affect BlackstoneBlackstone, orus, us.our stockholders and the portfolio companies. For example, the information and technology systems as well as those of Blackstone, us, its portfolio companies and other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecuritycyber security breaches, computer viruses or other malicious code, ransomware attacks, network failures, computer and telecommunicationdigital infrastructure failures, infiltration by unauthorized persons and other security breaches,breaches or usage errors by their respective professionals or service providers, power, communications or other servicepower outages andor catastrophic events such as fires, tornadoes, floods, hurricaneshurricanes, earthquakes, wars and earthquakes.terrorist Cyberattacks,attacks. ransomwareThird parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Blackstone’s, ours, the portfolio companies’, or their respective service providers’ systems to disclose sensitive information in order to gain access to Blackstone’s, ours or the portfolio companies’ data or that of the stockholders. There also have been several publicized cases where hackers have requested ransom payments in exchange for not disclosing client or customer information or restoring access to information technology, communications systems or digital infrastructure (and any information contained therein), pipelines and other securityinfrastructure threatsassets. couldThe originateU.S. federal government has issued public warnings that indicate that such infrastructure assets might be specific targets of “cyber sabotage” events, which illustrates the particularly heightened risk for us and its portfolio companies from asuch wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders.events.

If unauthorized parties gain access to suchany information and technology systems,systems of Blackstone, ours, portfolio companies or certain service providers, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublicnon-public personal information related to shareholdersstockholders (and their beneficial owners) and material nonpublicnon-public information. Although Blackstone has implemented, and its portfolio companies and service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. There also have been several publicized cases of ransomware where hackers have requested ransom payments in exchange for not disclosing client or customer information or restoring access to information technology or communications systems. Blackstone does not control the cybersecuritycyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to Blackstone, itsus or our portfolio companies and us,companies, each of which could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in Blackstone’s, its affiliates’, theirour and a portfolio companies’ or ourentity’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to shareholders,stockholders (and their beneficial owners), material nonpublicnon-public information and the intellectual property and trade secrets and other sensitive information in the possession of Blackstone and portfolio companies. We,Blackstone, Blackstonewe or a portfolio companyentity could be required to make a significant investment to remedy the effects of any such failures, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity andpublicity, other events that may affect their business and financial performance.

In addition, Blackstone operates in businesses that are highly dependent on information systems and technology. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. In addition, we could also suffer losses in connection with updates to, or the failure to timely update, our information systems and technology. In addition, we areis reliant on third-party service providers for certain aspects of ourits business, including forthe administrativeadministration services,of us and certain Other Blackstone Accounts, as well as for certain informationtechnology systems and technology,platforms, including cloud-based services. These third-party service providers could also face ongoing cybersecurity threats and compromises of their systems. These cybersecurity threats and compromises could occur as a result of threat actors impersonating Blackstone or its employees, including through the use of artificial intelligence technologies. Such technologies that could make such impersonationimpersonations more likely to occur,occur or appear more credible. As a result, unauthorized individuals could gaingain, and in some past instances have gained, access to certain confidential data.data through third-party service providers. In addition, Blackstone could also suffer losses in connection with updates to, or the failure to timely update, the third-party technology platforms on which we rely.

Breaches in ourBlackstone’s security or in the security of third partythird-party service providers, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize usBlackstone’s, andits Blackstone,employees’, Blackstone’sour, employees’Other Blackstone Accounts’, portfolio companies’ or ourtheir respective investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through our orthrough, Blackstone’s computer systems and networks,networks or otherwisethat of Blackstone’s third-party service providers. Breaches could also potentially cause interruptions or malfunctions in our or Blackstone’s, its employees’, ourour, investors’,Other ourBlackstone Accounts’, portfolio companies’, their respective investors’ or counterparties’ or third parties’ business and operations, which could result in significant financial losses, increased costs, disruption in our business, liability to our and Other Blackstone Accounts’ investors and other counterparties, regulatory intervention and reputational damage. Furthermore, if we or Blackstone failfails to comply with the relevant laws and regulations or failfails to provide the appropriate regulatory or other notifications of breach in a timely manner, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and maycould cause our investorsand orOther Blackstone fundAccounts’ investors and clients to lose confidence in the effectiveness of our or Blackstone’s security measures.measures and Blackstone more generally.

Blackstone’sOur technology,and Other Blackstone Accounts’ portfolio companies’ technology platforms, data and intellectual property and the technology, data and intellectual property of its portfolio companies are also subject to a heightened risk of theft or compromise toas thea extentresult Blackstone and its portfolio companies engage inof operations outside the United States, in particular in those jurisdictions that do not have comparable levels of protection of proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition, Blackstone and itsour and Other Blackstone Accounts’ portfolio companies maycould be required to compromise protections or forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of these assets could have a material adverse impact on suchBlackstone businesses.and our and Other Blackstone Accounts’ portfolio companies.

Technological developments in artificial intelligence, including machine learning technology and generative artificial intelligence (“AI Technology” and, collectively, “AI Technologies”), and their current and potential future applications, asincluding well asin the private investment and financial sectors across sectors in which we and our portfolio companies operate, are changing rapidly and pose risks to the Adviser, us and the portfolio companies (including portfolio companies of ours and Other Blackstone Accounts expected to provide services to us, portfolio companies, Other Blackstone Accounts and/or the Adviser). The legal and regulatory frameworks withinrelated whichto theysuch operate,current and potential future applications are rapidlyalso evolving. The full extent of current or future risks related thereto is not possible to predict and wewe, our Adviser and our portfolio companies may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes. AnyAI of these technological innovationsTechnologies could result in harm to us, Blackstone, the Adviser or our portfolio entities, significantly disrupt the marketbusiness models, investment strategies, operational processes, and markets in which theywe operateoperate. Similarly, AI Technologies could significantly disrupt our tenants or portfolio companies’ businesses and markets. This could subject us and them to increased competition, which could materially and adversely affect their business, financial condition and results of operations, and have an adverse impact on us. Advancements in computing and AI Technologies, including efficiency improvements, without related increases in the adoption and development of such technologies, could also negatively impact demand for, and the valuation of, digitaldata infrastructurecenter assets.assets, Seea also “—Regulation with Respectsector to Privatewhich Fundswe andhave Investmentsignificant Advisers” herein. For more information on risks relating to information security, see “—Cybersecurity and Data Protection” herein.exposure.

We, Blackstone,Through the Adviseruse of AI Technologies, the Adviser, we and ourcertain of the portfolio entitiescompanies intendexpect to avail ourselves/themselves of the benefits, insights and efficiencies resulting from the technology, including writing code, data summarization and valuation support. However, whilst the Adviser has implemented, and portfolio companies may implement, certain policies and procedures designed to ensure that are available through thetheir use of AI Technologies.Technologies However,is lawful and appropriate, the use of AI Technologies presents a number of risks that cannot be fully mitigated. For example, AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate. Moreover, with the use of AI Technologies, there oftencan existsbe a lack of transparency of how inputs are converted to outputs,outputs and neither we, Blackstone, the Adviser nor ourany portfolio entitiesentity can necessarily fully validate this process and its accuracy. The accuracy of such inputs and the resulting impact on the results of AI Technologies cannot always be verified and could result in a diminished quality of work product that includes or is derived from inaccurate or erroneous information. Further, inherent bias in the construction of AI Technologies can lead to a wide array of risks including but not limited to accuracy, efficacy and reputational harm. Therefore, itIt is also expected that data used in such models will containcontains a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technologies and could adversely impact us, Blackstone, the AdviserAdviser, us or our portfolio entitiescompanies and investments to the extent we/they rely on the work product of such AI Technologies. The volume and reliance on data and algorithms also make AI Technologies, and in turn us, Blackstone, the Adviser and our portfolio entities, more susceptible to cybersecurity threats, including the compromise of underlying models, training data, or other intellectual property. We, Blackstone, the Adviser and our portfolio entities could be exposed to risks to the extent third‐party service providers, or any counterparties use AI Technologies in their business activities. At the same time, to the extent AI Technologies are utilized by Blackstone or the Adviser, any interruption of access to or use of AI Technologies could impede the ability of us, Blackstone, the AdviserAdviser, orus ourand portfolio entitiescompanies to generate information and analysis that could be beneficial to us/them and our/their business, financial condition and results of operations. AI Technologies will likely also be competitive with certain business activities or increase the obsolescence of certain organizations’ products or services, particularly as AI Technologies improve. This could also have an adverse impact on us,portfolio Blackstone,companies, the Adviser orand our portfolio entities.us.

AI Technologies can also be misused or misappropriated by third parties and/or employees of Blackstone, the Adviser or our portfolio entities.companies. For example, there is a risk that a user will input confidential information, including material non-public information, or personal identifiable information, into AI Technologies applications, resulting in such information becoming part of a dataset that is accessible by other third-party AI Technologies applications and usersusers, including competitors of us, Blackstone, the AdviserAdviser, or our portfolio entities. Moreover, we, Blackstone, the Adviserus and our portfolio entitiescompanies. Moreover, the Adviser, we and portfolio companies will not necessarily be in a position to control the manner in which third-party AI Technologies are developed or maintained or the manner in which third parties use AI Technologies to provide services, even where they have sought contractual protections. The use of AI Technologies, including potential inadvertent disclosure of confidential information or personal identifiableinformation information,of the Adviser, us or portfolio companies, could also lead to legal and regulatory investigations and enforcement actions. Relatedly, we, Blackstone,Further, the Adviseruse of AI Technologies could result in claims by third parties of infringement, misappropriation, or other violations of intellectual property, including based on the use of large datasets to train AI Technologies, or the use of output generated by AI Technologies, in either case which may contain or be substantially similar to third party material with intellectual property protections, including patents, copyrights or trademarks. Relatedly, the Adviser, we and our portfolio entitiescompanies could be exposed to risks to the extent third-party service providers or any counterparties use AI Technologies in their business activities.

BlackstoneThe Adviser expects to be involved in the collection of such data and/or development of proprietary AI Technologies for Blackstone, the Adviser, us, Other Blackstone Accounts and/or their portfolio companies in the ordinary course.course, including, without limitation, as part of operational services provided to us and portfolio companies or our affiliates. To this end, we willcan be expected to pay and bear allcertain expenses and fees associated with developing and maintaining such technology, including the costs of any professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and internal Blackstone expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Blackstone) to the us, Blackstone, the Adviser or our portfolio entities or their affiliates in connection with such AI Technologies, and none of the fees, costs or expenses described above will reduce or offset the management fees.fee.

Regulations related to AI Technologies could also impose certain obligations on us, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on Blackstone, the Adviser, us and portfolio companies. Regulators are increasing scrutiny of, and enacting or considering enacting regulations regarding, the use of AI Technologies, including the use of “big data,” diligence of data sets and oversight of data vendors. The use of AI Technologies by us and our vendors may require compliance with legal and regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to monitoringour anduse compliance.of, Foror example,our inengagement of vendors that use, AI Technologies. In April 2023, the Federal Trade Commission, U.S. Department of Justice, Consumer Financial Protection Bureau, and U.S. Equal Employment Opportunity Commission released a joint statement on artificial intelligence demonstrating interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations. In October 2023, an executive order established new standards for AI safety and security. In addition to the U.S. regulatory framework, in 2024, the EU adopted the Artificial Intelligence Act in 2024, which applies to certain AI Technologies and the data used to train, test and deploy them, which may create additional compliance burdens, higher administrative costs and significant penalties should we, Blackstone, the Adviser and our portfolio entitiescompanies fail to comply or be perceived to fail to comply.

The use of social networks, message boards, internet channels and other platforms has become widespread in the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation without independent or authoritative verification. Any such information or misinformation regarding Blackstone andBlackstone, the AdvisorAdviser, us or our portfolio entities could have adverse effects on us and/or our investments.

Compliance with the SEC’s Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in the Current Offering, which could harm our ability to achieve our investment objectives.

Broker-dealers are required to comply with Regulation Best Interest, which, among other requirements, establishes a new standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. The full impact of Regulation Best Interest on participating broker-dealers cannot be determined at this time, and it may negatively impact whether participating broker-dealers and their associated persons recommend the Current Offering to certain retail customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker-dealer recommending an investment in our shares should consider a number of factors, under the care obligation of Regulation Best Interest, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. As a result, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe is in the best interest of a particular retail customer. However, if broker-dealers choose alternatives to our shares, many of which likely exist, such as an investment in listed entities, which may be a reasonable alternative to an investment in us as such investments may feature characteristics like lower cost, nominal commissions at the time of initial purchase, less complexity and lesser or different risks, our ability to raise capital will be adversely affected. If Regulation Best Interest reduces our ability to raise capital in thisthe Current Offering, it may harm our ability to achieve our objectives.

We invest primarily in stabilized, income-generating commercial real estate in the United States and to a lesser extent, outside the United States. We also, to a lesser extent, invest in real estate debt investments. We are the sole general partner and majority limited partner of BREIT Operating Partnership L.P. (“BREIT OP”), a Delaware limited partnership, and we own substantially all of our assets through BREIT OP. We are externally managed by BX REIT Advisors L.L.C. (the “Adviser”). The Adviser is part of the real estate group of Blackstone Inc. (“Blackstone”), a leading investment manager. We currently operate our business in nine reportable segments: Rental Housing, Industrial, Data Centers, Net Lease, Data Centers,Office, Hospitality, Retail, Self Storage, Retail, and Office Properties, and Investments in Real Estate Debt. Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable, and single family rental housing, as well as senior living. Net Lease includes the real estate assets of The Bellagio Las Vegas, The Cosmopolitan of Las Vegas, and our unconsolidated investment in a Net Lease platform. Unconsolidated interests are included in the respective property segment.

As of MarchFebruary 7,27, 2025,2026, we had received cumulative net proceeds of $76.8$80.2 billion from the sale of 6.06.2 billion shares of our Class I, Class S, Class I,S-2, Class D, Class D-2, Class T, Class DT-2, and Class C common stock in our continuous public offering and private offerings, and units of BREIT OP. We contributed the net proceeds from the sale of shares to BREIT OP in exchange for a corresponding number of Class I, Class S, Class I,S-2, Class D, Class D-2, Class T, Class DT-2, and Class C units. As of MarchFebruary 7,27, 2025,2026, there are no Class F sharesL-2, or Class F shares units outstanding. BREIT OP has primarily used the net proceeds to make investments in real estate and real estate debt and for other general corporate purposes (including to fund repurchase requests under our share repurchase plan (the “Share Repurchase Plan”) from time to time) as further described below under “Investment Portfolio.” We intend to continue selling shares of our common stock on a monthly basis through our continuous public offering and private offerings.

•Sold 128119 rental housing properties,properties(3), 114116 industrial properties, 15four retail properties, threeand four hospitality properties, and one self storage propertyproperties for total net proceeds of $9.0$6.6 billion. We recognized a net realized gain of $1.7$1.0 billion, net of the impairments recorded during the year, related to the disposition of such properties.year.

•RepaidDecreased financings by a net $2.5$3.9 billion of financings during the year ended December 31, 2024.2025.

•Our 4,5694,483 properties(34) as of December 31, 20242025 consisted primarily of Rental Housing (49%44% based on fair value), Industrial (25%22%), and Data Centers (13%) and Net Lease (5%21%), and our real estate portfolio was primarily concentrated in the following regions: South (38%36%), West (29%28%) and East (20%).

•Our investments in real estate debt as of December 31, 20242025 consisted of a diversified portfolio of CMBS,commercial RMBS,mortgage-backed securities (“CMBS”), residential-backed securities (“RMBS”), mortgage and mezzanine loans, and other real estate-related debt. For further details on credit rating and underlying real estate collateral, refer to “Investment Portfolio – Investments in Real Estate Debt” below.

(1)The annualized distribution rate is calculated by averaging each of the twelve months’ annualized distribution, divided by the prior month’s net asset value, which is inclusive of all fees and expenses. We believe the annualized distribution rate is a useful measure of our overall investment performance. The annualized distribution rate for Class S-2, D-2 and T-2 shares is calculated by averaging each of the months' annualized distribution rate since September 1, 2025, which is the date we began selling these shares.

(2)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period, and assumes any distributions are reinvested under our distribution reinvestment plan. Total return for periods greater than one year is annualized. The year-to-date total returns for Class S-2, D-2, and T-2 shares are annualized.not annualized and represent the total return since September 1, 2025, which is the date we began selling these shares. Inception-to-date total returns for Class S-2, D-2, and T-2 shares will be disclosed once these shares have been outstanding for more than one year. We believe total return is a useful measure of our overall investment performance.

(3)Excludes 62,907the singlenumber family rental homes. Suchof single family rental homes are included in the fair value amounts.sold.

The following chart allocatesshows the allocation of our investments inbetween real estate and real estate debt based on fair value as of December 31, 20242025:

(1) “Real estate investments” include wholly owned property investments, BREIT’s share of property investments held through joint ventures and equity in public and private real estate-related companies. “Real estate debt” includes BREIT’s investments in CMBS, RMBS, mortgage and mezzanine loans, and other debt secured by real estate and real estate related assets, and excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Consolidated Generally Accepted Accounting Principles (“GAAP”) Balance Sheets. “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. “Region Concentration” represents regions as defined by the National Council of Real Estate Investment Fiduciaries (“NCREIF”) and the weighting is measured as the asset value of our real estate properties for each regional category divided by the asset value of all real estate properties, excluding the value of any third party interests in such real estate properties. “Non-U.S.” reflects investments in Europe and Canada.

The following table provides a summary of our portfolio by segmentproperty sector as of December 31, 20242025:

(3)Excludes land under development related to our rental housing, industrial and data centerscenter investments.

(4)For our industrial, data centers, net lease, data centers, retail and office investments, occupancy includes all leased square footage as of December 31, 2024.2025. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended December 31, 2024.2025. For our single family rental housing investments, the occupancy rate includes occupied homes for the month ended December 31, 2024.2025. For our self storage, manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of December 31, 2024.2025. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended December 31, 2024.2025. Hospitality investments owned less than 12 months are excluded from the average occupancy rate calculation. Total occupancy is weighted by the total value of all consolidated real estate properties, excluding our hospitality investments, and any third party interests in such properties. Unconsolidated investments are excluded from occupancy rate calculations.

(5)For multifamily and rental housing properties other than manufactured housing,housing and senior living, average effective annual base rent represents the base rent for the year ended December 31, 20242025 per leased unit, and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For manufactured housing, senior living, industrial, data centers, net lease, data centers, self storage, office, and retail properties, average effective annual base rent represents the annualized December 31, 20242025 base rent per leased square foot or unit and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For hospitality properties, average effective annual base rent represents Averageaverage Dailydaily Raterate (“ADR”) and Revenuerevenue Perper Availableavailable Room (“RevPAR”), respectively, for the 12 months ended December 31, 2024.2025. Hospitality investments owned less than 12 months are excluded from the ADR and RevPAR calculations. Unconsolidated investments are excluded from average effective annual base rent calculations.

(6)MeasuredGross asAsset theValue total fair valueconsists of our $85.1 billion allocable share of consolidated real estate investmentsproperties forand our $36.7 billion allocable share of the gross real estate value held by unconsolidated entities, in each sector,case excluding the value of any third partythird-party interests in such real estate investments. Such amounts are measured on a fair value basis.

(5)For our industrial, data centers, net lease, data centers, retail and office investments, occupancy includes all leased square footage as of December 31, 2024.2025. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended December 31, 2024.2025. For our single family rental housing investments, the occupancy rate includes occupied homes for the month ended December 31, 2024.2025. For our self storage, manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of December 31, 2024.2025. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended December 31, 2024.2025. Hospitality investments owned less than 12 months are excluded from the average occupancy rate calculation. Unconsolidated investments are excluded from occupancy rate calculations.

(6)Represents acquisition of Preferred Apartment Communities (“PAC”).Communities.

(10)Includes various ownership interests in 404337 consolidated affordable housing properties and sevenfour unconsolidated affordable housing properties.

The following schedule details the expiring leases at our consolidated industrial, data centers, net lease, data centers, retail, and office properties by annualized base rent and square footage as of December 31, 20242025 ($ and square feet data in thousands). The table below excludes our rental housing and self-storageself storage properties as substantially all leases at such properties expire within 12 months:

The following charts further describe the diversification of our investments in real estate debt by credit rating and collateral type, and includes our investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate assets, and excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Consolidated GAAP Balance Sheets, based on fair value as of December 31, 20242025:

(2)The symbol “+” refersmeans tothat the figure represents a spread over the relevant floating benchmark rates, which include Secured Overnight Financing Rate (“SOFR”), Sterling Overnight Index Average (“SONIA”), and Euro Interbank Offer Rate (“EURIBOR”), as applicable to each security and loan. Fixed rate CMBS and commercial real estate loans are reflected as a spread over the relevant floating benchmark rates as of December 31, 20242025 for purposes of the weighted averages. Weighted average coupon for CMBS does not include zero-coupon securities. As of December 31, 2024,2025, we have interest rate swaps outstanding with a notional value of $0.4$0.3 billion that effectively convert a portion of our fixed rate investments in real estate debt to floating rates. Total weighted average coupon does not include the impact of such interest rate swaps or other derivatives.

(5)IncludesRepresents interestsan investment in an unconsolidated joint venturesventure with the Federal Deposit Insurance Corporation that holdholds investments in real estate debt. Weighted average coupon and weighted average maturity date excludes this joint venture.

The following table sets forth information regarding our consolidated results of operations for the yearyears ended December 31, 20242025 and 20232024 ($ in thousands, except per share data):

During the year ended December 31, 2024,2025, rental revenue decreased $212.1$0.5 millionbillion as compared to the year ended December 31, 2023.2024. The decrease can primarily be attributed to a $511.6$0.6 millionbillion decrease in Non-Same Property revenues due to the real estate dispositions we made from January 1, 20232024 to December 31, 2024,2025, partially offset by a $299.5$0.1 millionbillion increase in Same Property revenues. See “Same Property NOI” section for further details of the increase in Same Property revenues.

During the year ended December 31, 2024,2025, hospitality revenue decreased $148.1$32.3 million as compared to the year ended December 31, 2023.2024. The decrease can primarily be attributed to aan $158.4$18.4 million decrease in Non-Same Property revenues due to the real estate dispositions we made from January 1, 20232024 to December 31, 2024,2025 partially offset byand a $10.3$13.9 million increasedecrease in Same Property revenues. See “Same Property NOI” section for further details of the increasedecrease in Same Property revenues.

During the year ended December 31, 2024,2025, other revenue decreased $43.2$7.1 million as compared to the year ended December 31, 2023.2024. The decrease can primarily be attributed to a $40.6$35.2 million decrease in Non-Same Property revenues due to the real estate dispositions we made from January 1, 20232024 to December 31, 20242025, andpartially offset by a $2.6$28.1 million decreaseincrease in Same Property revenues. See “Same Property NOI” section for further details of the decreaseincrease in Same Property revenues.

During the year ended December 31, 2024,2025, rental property operating expenses increaseddecreased $18.4$0.3 millionbillion as compared to the year ended December 31, 2023.2024. The increasedecrease can primarily be attributed to a $109.1$0.4 million increase in Same Property operating expenses, partially offset by a $90.7 millionbillion decrease in Non-Same Property operating expenses due to the real estate dispositions we made from January 1, 20232024 to December 31, 2024.2025, partially offset by a $0.1 billion increase in Same Property operating expenses. See “Same Property NOI” section for further details of the increase in Same Property operating expenses.

During the year ended December 31, 2024,2025, hospitality operating expenses decreased $94.0$19.5 million as compared to the year ended December 31, 2023.2024. The decrease can primarily be attributed to a $102.6$22.5 million decrease in Non-Same Property hospitality operating expenses due to the real estate dispositions we made from January 1, 20232024 to December 31, 2024,2025, partially offset by ana $8.6$3.0 million increase in Same Property hospitality operating expenses. See “Same Property NOI” section for further details of the increase in Same Property hospitality operating expenses.

During the year ended December 31, 2024,2025, general and administrative expenses decreasedincreased $4.7$5.0 million compared to the year ended December 31, 2023.2024. The decreaseincrease was due to aan decreaseincrease in various corporate level expenses during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024.

During the year ended December 31, 2024,2025, impairments of investments in real estate increased $146.1$248.3 million compared to the year ended December 31, 2023.2024. During the year ended December 31, 2024,2025, we recognized an aggregate $382.2$630.4 million of impairment charges including (i) $245.2$494.3 million related to certain properties as a result of updates to the undiscounted cash flow assumptions, primarily shorter hold period, and (ii) $137.0$136.1 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs. During the year ended December 31, 2023, we recognized an aggregate $236.1 million of impairment charges including (i) $204.8 million related to certain properties as a result of updates to the undiscounted cash flow assumptions, primarily a shorter hold period, and (ii) $31.3 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.

During the year ended December 31, 2024,2025, depreciation and amortization decreased $237.8$0.4 millionbillion compared to the year ended December 31, 2023.2024. The decrease was primarily driven by the impact of disposition activity from January 1, 20232024 through December 31, 2024 and the full amortization of certain intangible assets.2025.

(Loss) Income from Unconsolidated Entities

During the year ended December 31, 2024,2025, income from investments in real estate debt decreased $53.3$219.4 million compared to the year ended December 31, 2023.2024. The decrease was primarily attributable to a decrease of $90.4$172.6 million in interest income,income offsetas bya increasesresult of sales and repayments and a decrease of $56.2 million in net unrealized/realized gains (losses) on our investments in real estate debt and related derivatives of $37.1 million.derivatives.

We invest primarily in stabilized, income-generating commercial real estate in the United States and to a lesser extent, outside the United States. We also, to a lesser extent, invest in real estate debt investments. We are the sole general partner and majority limited partner of BREIT Operating Partnership L.P. (“BREIT OP”), a Delaware limited partnership, and we own substantially all of our assets through BREIT OP. We are externally managed by BX REIT Advisors L.L.C. (the “Adviser”). The Adviser is part of the real estate group of Blackstone Inc. (“Blackstone”), a leading investment manager. We currently operate our business in nineeight reportable segments: Rental Housing, Industrial, Data Centers, Net Lease, Office, Hospitality, Retail, Self Storage, and Investments in Real Estate Debt. Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable, and single family rental housing. Net Lease includes the real estate assets of The Bellagio Las Vegas, The Cosmopolitan of Las Vegas, and our unconsolidated investment in a Net Lease platform. Unconsolidated interests are included in the respective property segment.

As of MayAugust 8,7, 2026, we had received cumulative net proceeds of $81.4$82.4 billion from the sale of 6.36.4 billion shares of our Class I, Class S, Class S-2, Class D, Class D-2, Class T, Class T-2, Class C, and Class L common stock in our continuous public offering and private offerings, and units of BREIT OP. We 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, Class C, and Class L units. As of MayAugust 8,7, 2026, there are no Class L-2 shares, Class F shares, Class L-2 units or Class F units outstanding. BREIT OP has primarily used the net proceeds to make investments in real estate and real estate debt and for other general corporate purposes (including to fund repurchase requests under our share repurchase plan (the “Share Repurchase Plan”) from time to time) as further described below under “Investment Portfolio.” We intend to continue selling shares of our common stock on a monthly basis through our continuous public offering and private offerings.

In November 2025, BREIT and BREIT OP commenced the DST Program to issue and sell DST Interests in DSTs holding 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 in private placements exempt from registration pursuant to Section 4(a)(2) of the Securities Act (the “DST Offerings”). As of June 30, 2026, $111.2 million in net offering proceeds were raised through the DST Program, which are included in Non-controlling Interests Attributable to Consolidated Subsidiaries on the Condensed Consolidated Balance Sheets.

•Declared monthly net distributions totaling $590.8$597.7 million for the three months ended MarchJune 31,30, 2026. The details of the average annualized distribution rates and total returns are shown in the following table:

•Sold 35 industrial properties, 2620 rental housing properties(3), two79 officeself properties,storage properties and one27 retailindustrial propertyproperties, for total net proceeds of $2.0$2.1 billion. We recognized a net realized gain of $327.3$294.0 million related to the disposition of such properties, net of the impairments recorded during the quarter. The sale of 79 self storage properties, for net proceeds of $852.3 million, represents our exit from the self storage segment.

•During the three months ended MarchJune 31,30, 2026, deployed $2.4$3.3 billion (at BREIT’s share) into the development of data centers through our QTS platform. These data center developments are 100% pre-leased, in substantially all cases to investment grade tenants.

•Raised $1.2$1.1 billion from the sale of shares of our common stock and units of BREIT OP during the three months ended MarchJune 31,30, 2026. Repurchased $1.3$0.9 billion of our shares and units from investors during the three months ended MarchJune 31,30, 2026.

•DecreasedRaised financings$0.1 bybillion ain net $2.1offering billionproceeds through the DST Program during the three months ended MarchJune 31,30, 2026.

•Our portfolio as of MarchJune 31,30, 2026 consisted of investments in real estate (97% based on fair value) and investments in real estate debt (3%).

•Our 4,5124,530 properties(4) as of MarchJune 31,30, 2026 consisted primarily of Rental Housing (43%42% based on fair value), Data Centers (23%27%) and Industrial (21%20%), and our real estate portfolio was primarily concentrated in the following regions: South (36%35%), West (28%) and East (21%20%).

•Our investments in real estate debt as of MarchJune 31,30, 2026 consisted of a diversified portfolio of commercial mortgage-backed securities (“CMBS”), residential-backed securities (“RMBS”), mortgage and mezzanine loans, and other real estate-related debt. For further details on credit rating and underlying real estate collateral, refer to “Investment Portfolio – Investments in Real Estate Debt” below.

The following chart shows the allocation of our investments between real estate and real estate debt based on fair value as of MarchJune 31,30, 2026:

The following charts further describe the diversification of our investments in real estate based on fair value as of MarchJune 31,30, 2026:

The following map identifies the top markets of our real estate portfolio composition based on fair value as of MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026, we owned, in whole or in part, a diversified portfolio of income producing assets comprising 4,5124,530 properties and 63,57863,081 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 StorageRetail properties.

The following table provides a summary of our portfolio by property sector as of MarchJune 31,30, 2026:

(4)For our industrial, data centers, industrial, net lease, retailoffice and officeretail investments, occupancy includes all leased square footage as of MarchJune 31,30, 2026. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended MarchJune 31,30, 2026. For our single family rental housing investments, the occupancy rate includes occupied homes for the month ended MarchJune 31,30, 2026. For our self storage and manufactured housing investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of MarchJune 31,30, 2026. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended MarchJune 31,30, 2026. Hospitality investments owned less than 12 months are excluded from the average occupancy rate calculation. Total occupancy is weighted by the total value of all consolidated real estate properties, excluding our hospitality investments, and any third party interests in such properties. Unconsolidated investments are excluded from occupancy rate calculations.

(5)For multifamily and rental housing properties other than manufactured housing, average effective annual base rent represents the base rent for the three months ended MarchJune 31,30, 2026 per leased unit, and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For manufactured housing, industrial, data centers, industrial, net lease, self storage, office, and retail properties, average effective annual base rent represents the annualized MarchJune 31,30, 2026 base rent per leased square foot or unit and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For hospitality properties, average effective annual base rent represents average daily rate (“ADR”) and revenue per available Room (“RevPAR”), respectively, for the 12 months ended MarchJune 31,30, 2026. Hospitality investments owned less than 12 months are excluded from the ADR and RevPAR calculations. Unconsolidated investments are excluded from average effective annual base rent calculations.

(7)Includes the revenues from our consolidated real estate properties and our allocable share of revenues from properties held by unconsolidated entities. The prior period has been recast to exclude the non-controlling interest's allocable share of revenue to be consistent with the current period presentation. See the Property Sector Revenue disclosure immediately following this table for certain Non-GAAP disclosures and reconciliations.

The following table provides information regarding our real estate portfolio as of MarchJune 31,30, 2026:

(5)For our industrial, data centers, industrial, net lease, retailoffice and officeretail investments, occupancy includes all leased square footage as of MarchJune 31,30, 2026. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended MarchJune 31,30, 2026. For our single family rental housing investments, the occupancy rate includes occupied homes for the month ended MarchJune 31,30, 2026. For our self storage and manufactured housing investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of MarchJune 31,30, 2026. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended MarchJune 31,30, 2026. Hospitality investments owned less than 12 months are excluded from the average occupancy rate calculation. Unconsolidated investments are excluded from occupancy rate calculations.

(6)Represents acquisition of Preferred Apartment Communities.

(14)Includes properties held by DSTs as of MarchJune 31,30, 2026.

The following schedule details the expiring leases at our consolidated industrial, data centers, industrial, net lease, retail,office and officeretail properties by annualized base rent and square footage as of MarchJune 31,30, 2026 ($ and square feet data in thousands). The table below excludes our rental housing and self storage properties as substantially all leases at such properties expire within 12 months:

(1)Annualized base rent is determined from the annualized base rent per leased square foot as of MarchJune 31,30, 2026 and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization.

The following charts further describe the diversification of our investments in real estate debt by credit rating and collateral type, and includes our investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate assets, and excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Consolidated GAAP Balance Sheets, based on fair value as of MarchJune 31,30, 2026:

(1)"AA" represents credit ratings of AA+, AA, and AA-, "A" represents credit ratings of A+, A, and A-, "BBB" represents credit ratings of BBB+, BBB, and BBB-, "BB" represents credit ratings of BB+, BB, and BB-, "B" represents credit ratings of B+, B, and B-, and "CCC" and below represents credit ratings of CCC+ and below.

(2)Not rated positions have a weighted-average LTV at origination of 59%64% and are primarily composed of industrial (51%) and rental housing (44%) and industrial (52%42%) assets.

The following table details our investments in real estate debt as of MarchJune 31,30, 2026 ($ in thousands):

(2)The symbol “+” means that the figure represents a spread over the relevant floating benchmark rates, which include Secured Overnight Financing Rate (“SOFR”), Sterling Overnight Index Average (“SONIA”), and Euro Interbank Offer Rate (“EURIBOR”), as applicable to each security and loan. Fixed rate CMBS and commercial real estate loans are reflected as a spread over the relevant floating benchmark rates as of MarchJune 31,30, 2026 for purposes of the weighted averages. Weighted average coupon for CMBS does not include zero-coupon securities. As of MarchJune 31,30, 2026, we have interest rate swaps outstanding with a notional value of $0.3$0.5 billion that effectively convert a portion of our fixed rate investments in real estate debt to floating rates. Total weighted average coupon does not include the impact of such interest rate swaps or other derivatives.

(4)Face amount excludes interest-only securities with a notional amount of $0.2 billion as of MarchJune 31,30, 2026. In addition, CMBS includes zero-coupon securities of less than $0.1 billion as of MarchJune 31,30, 2026.

The following table sets forth information regarding our consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 ($ in thousands, except per share data):

During the three months ended MarchJune 31,30, 2026, rental revenue decreased $111.1$141.6 million as compared to the three months ended MarchJune 31,30, 2025. The decrease can primarily be attributed to a $137.5$166.6 million decrease in Non-Same Property revenues due to the real estate dispositions we made from JanuaryApril 1, 2025 to MarchJune 31,30, 2026, partially offset by a $26.4$25.0 million increase in Same Property revenues. See “Same Property NOI” section for further details of the increase in Same Property revenues.

During the three months ended MarchJune 31,30, 2026, hospitality revenue increased $2.1$6.3 million as compared to the three months ended MarchJune 31,30, 2025. The increase can primarily be attributed to a $4.0$9.5 million increase in Same Property revenues, partially offset by a $1.9$3.2 million decrease in Non-Same Property revenues due to the real estate dispositions we made from JanuaryApril 1, 2025 to MarchJune 31,30, 2026. See “Same Property NOI” section for further details of the increase in Same Property revenues.

During the three months ended MarchJune 31,30, 2026, other revenue decreased $8.4$2.5 million as compared to the three months ended MarchJune 31,30, 2025. The decrease can primarily be attributed to ana $11.5$1.9 million decrease in Same Property revenues and a $0.6 million decrease in Non-Same Property revenues due to the real estate dispositions we made from JanuaryApril 1, 2025 to MarchJune 31,30, 2026, partially offset by a $3.1 million increase in Same Property revenues.2026. See “Same Property NOI” section for further details of the increasedecrease in Same Property revenues.

During the three months ended MarchJune 31,30, 2026, rental property operating expenses decreased $62.8$64.9 million as compared to the three months ended MarchJune 31,30, 2025. The decrease can primarily be attributed to a $75.7$68.3 million decrease in Non-Same Property operating expensesexpenses, due to the real estate dispositions we made from JanuaryApril 1, 2025 to MarchJune 31,30, 2026, partially offset by a $12.9$3.4 million increase in Same Property operating expenses. See “Same Property NOI” section for further details of the increase in Same Property operating expenses.

During the three months ended MarchJune 31,30, 2026, hospitality operating expenses increaseddecreased $0.3 million as compared to the three months ended MarchJune 31,30, 2025. The increasedecrease can primarily be attributed to a $4.8 million increase in Same Property hospitality operating expenses, partially offset by a $4.5$5.4 million decrease in Non-Same Property hospitality operating expensesexpenses, due to the real estate dispositions we made from JanuaryApril 1, 2025 to MarchJune 31,30, 2026.2026, partially offset by a $5.1 million increase in Same Property operating expenses. See “Same Property NOI” section for further details of the increase in Same Property hospitality operating expenses.

During the three months ended MarchJune 31,30, 2026, general and administrative expenses decreasedincreased $1.7$1.2 million compared to the three months ended MarchJune 31,30, 2025. The decreaseincrease was due to an decreaseincreases in various corporate level expenses during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

During the three months ended MarchJune 31,30, 2026, the management fee increased $3.8$9.7 million compared to the three months ended MarchJune 31,30, 2025. The increase was due to a higher average NAV during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

During the three months ended MarchJune 31,30, 2026, the performance participation allocation expense increased $14.5$154.2 million compared to the three months ended MarchJune 31,30, 2025. The increase was the result of a higher total return for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

During the three months ended MarchJune 31,30, 2026, impairments of investments in real estate decreased $35.0$71.9 million compared to the three months ended MarchJune 31,30, 2025. During the three months ended MarchJune 31,30, 2026, we recognized an aggregate $135.2$99.3 million of impairment charges including (i) $88.4$80.0 million related to certain properties as a result of updates to the undiscounted cash flow assumptions, primarily to account for a shorter hold period, and (ii) $46.8$19.3 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.

During the three months ended MarchJune 31,30, 2025, we recognized an aggregate $170.3$171.1 million of impairment charges including (i) $146.8$125.3 million related to certain properties as a result of updates to the undiscounted cash flow assumptions, primarily to account for a shorter hold period, and (ii) $23.5$45.8 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.

During the three months ended MarchJune 31,30, 2026, depreciation and amortization decreased $66.6$66.1 million compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by the impact of disposition activity from JanuaryApril 1, 2025 through MarchJune 31,30, 2026.