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424B3 1 breitnavaugust2025.htm 424B3 Document

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-280059

BLACKSTONE REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 2 DATED SEPTEMBER 19, 2025

TO THE PROSPECTUS DATED AUGUST 5, 2025

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Blackstone Real Estate Income Trust, Inc., dated August 5, 2025 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the "Company," "BREIT," "we," "us," or "our" refer to Blackstone Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

•to provide an update to BREIT’s portfolio;

•to disclose the transaction price for each class of our common stock as of October 1, 2025;

•to disclose the calculation of our August 31, 2025 NAV per share for all share classes;

•to provide an update on the status of our current public offering (the “Offering”); and

•to otherwise update the prospectus

Portfolio Update

For the month ended August 31, 2025, BREIT’s Class I NAV per share was $13.83 and Class I total return was 0.5% (not annualized).1

On August 15, 2025, the Company published its Q2 2025 Update for stockholders, which is available on its website at www.breit.com. This web link is provided for convenience only, and the contents of the piece or the website are not incorporated by reference in or otherwise a part of this prospectus.

October 1, 2025 Transaction Price

We are offering to the public four classes of shares of our common stock, Class I shares, Class S-2 shares, Class D-2 shares and Class T-2 shares in our primary offering and seven classes of shares of our common stock, Class I shares, Class S-2 shares, Class D-2 shares, Class T-2 shares, Class S shares, Class D shares and Class T shares pursuant to our distribution reinvestment plan. For the avoidance of doubt, Class S shares, Class D shares and Class T shares are only available to existing holders of such classes pursuant to our distribution reinvestment plan. The differences among the share classes relate to upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees and limits thereon. No upfront selling commissions, dealer manager fees or stockholder servicing fees are paid with respect to Class I shares, and no upfront selling commissions or dealer manager fees are paid with respect to purchases of shares of any class sold pursuant to our distribution reinvestment plan. See “Description of Capital Stock” and “Plan of Distribution” in the Prospectus for a discussion of the differences between our Class I, Class S-2, Class D-2, Class T-2, Class S, Class D and Class T shares.

The transaction price for each share class of our common stock for subscriptions accepted as of October 1, 2025 (and repurchases as of September 30, 2025) is as follows:


	Transaction Price (per share)
Class I	$	13.8281
Class S-2	$	13.8187
Class D-2	$	13.4918
Class T-2	$	13.5863

The October 1 transaction price for our Class I shares of common stock is equal to such class’s NAV per share as of August 31, 2025. There were no Class S-2, Class D-2, and Class T-2 shares of common stock outstanding as of August 31, 2025. As a result, the October 1 transaction price for our Class S-2, Class D-2, and Class T-2 shares of common stock is equal to the NAV per share of our Class S, Class D, and Class T shares, respectively, as of August 31, 2025. A detailed calculation of the NAV per share for each of our share classes is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.

1 BREIT’s Class D NAV per share was $13.49, Class S NAV per share was $13.82, Class T NAV per share was $13.59. BREIT’s Class D total return was 0.5%, Class S total return was 0.4%, and Class T total return was 0.4% for August 2025.

August 31, 2025 NAV per Share

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.breit.com and is made available on our toll-free, automated telephone line at (844) 702-1299. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for how our NAV is determined. The Adviser is ultimately responsible for determining our NAV. All our property investments are appraised annually by third party appraisal firms in accordance with our valuation guidelines. Transactions or events have occurred since August 31, 2025 that could have a material impact on our NAV per share, upon which our transaction price is based. We have included a breakdown of the components of total NAV and NAV per share for August 31, 2025 along with the immediately preceding month.

Our total NAV presented in the following tables includes the NAV of our Class I, Class S, Class D, Class T, and Class C common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. There were no Class S-2, Class D-2, and Class T-2 shares of common stock outstanding as of August 31, 2025. The following table provides a breakdown of the major components of our total NAV as of August 31, 2025 ($ and shares in thousands):


Components of NAV	August 31, 2025
Investments in real estate(1)	$	98,909,886
Investments in real estate debt	5,680,734
Investments in unconsolidated entities(2)	14,695,124
Cash and cash equivalents	1,751,160
Restricted cash	762,258
Other assets	3,315,673
Mortgage notes, term loans, and revolving credit facilities, net	(59,778,007)
Secured financings on investments in real estate debt	(3,317,287)
Subscriptions received in advance	(101,745)
Other liabilities	(2,759,294)
Accrued performance participation allocation	(74,534)
Management fee payable	(55,547)
Accrued stockholder servicing fees(3)	(13,260)
Non-controlling interests in joint ventures	(6,031,384)
Net asset value	$	52,983,777
Number of outstanding shares/units	3,835,167

_____________

(1)Investments in real estate reflects the entire value of our consolidated real estate properties, including the $87.7 billion allocable to us and $11.2 billion allocable to third-party joint venture interests in such investments as of August 31, 2025.

(2)Investments in unconsolidated entities reflects the value of our net equity investment in entities we do not consolidate. As of August 31, 2025, our allocable share of the gross real estate asset value held by such entities was $32.8 billion.

(3)Stockholder servicing fees only apply to Class S, Class D and Class T shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class D and Class T shares. As of August 31, 2025, the Company has accrued under GAAP $0.8 billion of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class D and Class T shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or re-allowed (paid) to, participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of August 31, 2025 ($ and shares/units in thousands, except per share/unit data):


											Third-party
											Operating
	Class S		Class I		Class T		Class D		Class C		Partnership
NAV Per Share/Unit	Shares		Shares		Shares		Shares		Shares		Units(1)		Total
Net asset value	$	17,382,676	$	29,356,898	$	502,688	$	1,389,912	$	54,201	$	4,297,402	$	52,983,777
Number of outstanding shares/units	1,257,911		2,122,995		37,000		103,019		3,468		310,774		3,835,167
NAV Per Share/Unit as of August 31, 2025	$	13.8187	$	13.8281	$	13.5863	$	13.4918	$	15.6276	$	13.8281

_____________

(1)Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partner, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the August 31, 2025 valuations, based on property types.


Property Type	Discount Rate	Exit Capitalization Rate
Rental Housing	7.3%	5.4%
Industrial	7.6%	5.6%
Net Lease	6.7%	5.6%
Hospitality	10.8%	9.1%
Data Centers	8.1%	6.0%
Self Storage	8.4%	6.5%
Office	7.8%	5.6%
Retail	7.9%	6.3%

These assumptions are determined by the Adviser, and reviewed by our independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

Rental

Housing

Industrial

Net Lease

Hospitality

Data Centers

Self Storage

Office

Retail

Hypothetical

Investment

Input

Change

Values

Discount Rate

0.25% decrease

+1.8%

+2.0%

+1.8%

+1.7%

+0.6%

+1.8%

+1.9%

(weighted average)

0.25% increase

(1.8)%

(1.9)%

(1.8)%

(1.7)%

(0.4)%

(1.7)%

(1.8)%

Exit Capitalization Rate

0.25% decrease

+2.9%

+3.4%

+2.7%

+1.5%

+0.8%

+2.2%

+3.1%

+2.5%

(weighted average)

0.25% increase

(2.6)%

(3.1)%

(2.5)%

(1.4)%

(0.7)%

(2.1)%

(2.9)%

(2.3)%

Our total NAV presented in the following tables includes the NAV of our Class I, Class S, Class D, and Class T common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of July 31, 2025 ($ and shares in thousands):


Components of NAV	July 31, 2025
Investments in real estate(1)	$	99,369,424
Investments in real estate debt	5,937,634
Investments in unconsolidated entities(2)	14,454,244
Cash and cash equivalents	1,568,270
Restricted cash	812,632
Other assets	3,369,390
Mortgage notes, term loans, and revolving credit facilities, net	(60,064,646)
Secured financings on investments in real estate debt	(3,414,836)
Subscriptions received in advance	(148,062)
Other liabilities	(2,610,027)
Accrued performance participation allocation	(38,201)
Management fee payable	(55,596)
Accrued stockholder servicing fees(3)	(13,341)
Non-controlling interests in joint ventures	(6,099,807)
Net asset value	$	53,067,078
Number of outstanding shares/units	3,844,396

__________

(1)Investments in real estate reflects the entire value of our consolidated real estate properties, including the $88.0 billion allocable to us and $11.3 billion allocable to third-party joint venture interests in such investments as of July 31, 2025.

(2)Investments in unconsolidated entities reflects the value of our net equity investment in entities we do not consolidate. As of July 31, 2025, our allocable share of the gross real estate asset value held by such entities was $32.6 billion.

(3)Stockholder servicing fees only apply to Class S, Class D and Class T shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class D and Class T shares. As of July 31, 2025, the Company has accrued under GAAP $0.8 billion of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class D and Class T shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of July 31, 2025 ($ and shares/units in thousands, except per share/unit data):


											Third-party
											Operating
	Class S		Class I		Class T		Class D		Class C		Partnership
NAV Per Share/Unit	Shares		Shares		Shares		Shares		Shares		Units(1)		Total
Net asset value	$	17,484,339	$	29,390,140	$	507,926	$	1,407,950	$	50,006	$	4,226,717	$	53,067,078
Number of outstanding shares/units	1,266,290		2,127,134		37,413		104,432		3,215		305,912		3,844,396
NAV Per Share/Unit as of July 31, 2025	$	13.8075	$	13.8168	$	13.5762	$	13.4820	$	15.5529	$	13.8168

____________

(1)Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partnership, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.

Status of our Current Public Offering

We are currently offering on a continuous basis up to $60.0 billion in shares of common stock, consisting of up to $48.0 billion in shares in our primary offering and up to $12.0 billion in shares pursuant to our distribution reinvestment plan. As of the date of this Supplement, we had issued and sold in the Offering (i) 7,999,582 shares of our common stock (consisting of 5,497,837 Class I Shares, 2,361,319 Class S-2 Shares, 97,241 Class D-2 Shares, and 43,185 Class T-2 Shares) in the primary offering for total proceeds of $0.1 billion and (ii) 5,405,381 shares of our common stock (consisting of 2,822,880 Class I Shares, 2,306,229 Class S Shares, 193,311 Class D Shares, and 82,961 Class T Shares) pursuant to our distribution reinvestment plan for a total value of less than $0.1 billion. As of August 31, 2025, our aggregate NAV was $53.0 billion. We intend to continue selling shares in the Offering on a monthly basis.

Updates to the Prospectus

The following supplements the “Management – Directors and Executive Officers” section of the Prospectus and all similar disclosure in the Prospectus.

Management

On September 18, 2025, the Board of Directors (the “Board”) of the Company appointed Katharine A. Keenan as Chief Executive Officer of the Company and Zaneta Koplewicz as Co-President of the Company, alongside A.J. Agarwal, one of the Company’s current Co-Presidents, in each case, effective November 10, 2025. Additionally, the Board elected Mses. Keenan and Koplewicz to each serve as a director, effective November 10, 2025.

Concurrent with these appointments and effective November 10, 2025, Robert Harper, the Company’s interim CEO, Co-President and a director, stepped down from his current roles and resumed the role of the Company’s Head of Asset Management, a position he previously held from August 2016 to August 2023. Mr. Harper will serve as an observer of the Board. The Company is grateful to Mr. Harper for stepping into the interim CEO role following the tragic loss of Wesley M. LePatner, and looks forward to his continued leadership with the Company.

Katharine A. Keenan, 41, is a Senior Managing Director in the Real Estate group of Blackstone and the Global Head of Blackstone’s Core+ Real Estate business. Ms. Keenan has been with Blackstone since 2012 and prior to joining the Company’s executive team, she was the Global Co-Chief Investment Officer of Blackstone Real Estate Debt Strategies and Chief Executive Officer, President and a director of Blackstone Mortgage Trust, Inc. (NYSE: BXMT). She is a member of Blackstone Real Estate’s Investment Committee. Ms. Keenan brings over a decade of experience at the firm to the role, overseeing loan originations and other commercial debt investments for institutional, public and insurance capital vehicles and leading all aspects of BXMT’s activities, including its investments, capital markets activities, operations and strategy. Before joining Blackstone, Ms. Keenan held positions at G2 Investment Group, Lubert-Adler Real Estate Funds and in the Real Estate Investment Banking Group at Lehman Brothers. She is a member of the board of directors of Getting Out and Staying Out, the NAREIT Advisory Board of Governors and WX New York Women Executives in Real Estate. Ms. Keenan graduated cum laude with an A.B. in History from Harvard College. Ms. Keenan is a valuable member of the Board because of her extensive real estate experience, her history with Blackstone and her leadership within Blackstone Real Estate’s business.

Zaneta Koplewicz, 41, is a Senior Managing Director in the Real Estate group of Blackstone and the Company’s Head of Shareholder Relations. Since joining Blackstone in 2021, Ms. Koplewicz’s primary responsibility has been managing the Company’s interface with clients and other key stakeholders. Before joining Blackstone, Ms. Koplewicz spent 14 years at BlackRock where she was most recently a Managing Director responsible for developing and growing relationships with large, strategic clients in North America. Prior to that, she held several roles within BlackRock Alternative Investors including Global Head of Product Strategy for the Event Driven business, where she led client engagement and business strategy for the platform across institutional and private wealth clients. Ms. Koplewicz received a B.A. in Politics with a certificate in African American Studies from Princeton University. Ms. Koplewicz is a valuable member of the Board because of her extensive real estate experience, her history with Blackstone and the Company and her leadership within Blackstone Real Estate’s business.

Mses. Keenan and Koplewicz are each Senior Managing Directors in the Real Estate group of Blackstone and were requested by Blackstone to serve on the Board. There are no family relationships between Mses. Keenan and Koplewicz and any director or executive officer of the Company and there are no transactions between either of them and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

The following supersedes and replaces the fifth paragraph under the “Management – Directors and Executive Officers” section of the Prospectus.

Anthony F. Marone, Jr. has been Chief Financial Officer and Treasurer of the Company since March 2021. He is a Managing Director of Blackstone and the Global Head of Real Estate Finance Americas. Mr. Marone also serves as the Chief Financial Officer of Blackstone Mortgage Trust (NYSE: BXMT). Prior to joining Blackstone in 2012, Mr. Marone was a Vice President and Controller at Capital Trust, Inc., the predecessor business to BXMT. Previously, Mr. Marone worked in the Real Estate Assurance practice of PricewaterhouseCoopers LLP. Mr. Marone received a BS and an MBA from Rutgers University and is a Certified Public Accountant and Chartered Global Management Accountant.

Suitability Standards

The additional suitability requirement for North Dakota investors in the "Suitability Standards" section of the Prospectus is eliminated.

Appendix B: Form of Subscription Agreement

Appendix B of the Prospectus is superseded and replaced in its entirety with the following:


APPENDIX B: FORM OF SUBSCRIPTION AGREEMENT

Subscription Agreement for Shares of Blackstone Real Estate Income Trust, Inc.

1.Your Investment

A.Investment Information

Investment Amount $

B.Investment Method

☐

By Mail: Please make checks payable to BLACKSTONE REAL ESTATE INCOME TRUST and attach to this agreement.1

☐

By Wire: Please wire funds according to the instructions below.

Name: SS&C GIDS Inc. AS AGENT FOR BLACKSTONE REAL ESTATE INCOME TRUST
Bank Name: State Street Bank and Trust
ABA: 011000028
DDA: 9900-145-5

☐

Broker-Dealer / Financial Advisor will make payment on your behalf

C.Share Class Selection

☐

Share Class T-2 (8929)

☐

Share Class S-2 (8927)

☐

Share Class D-22 (8928)

☐

Share Class I2 (8901)

(The minimum investment is $2,500)

(The minimum investment is $1,000,000 (unless waived))

☐

Select to Purchase Net of Selling Commission

2.Ownership Type (Select Only One)

A.Taxable Accounts Type

B.Non-Taxable Accounts Type

Brokerage Account Number

Custodian Account Number

☐

Individual or Joint Tenant with Rights of Survivorship

☐

IRA (Custodian Signature Required)

☐

Transfer on Death (Optional Designation. Not Available for Louisiana Residents. See section 3C)

☐

Roth IRA (Custodian Signature Required)

☐

SEP IRA (Custodian Signature Required)

☐

Tenants in Common

☐

Simple IRA (Custodian Signature Required)

☐

Community Property

☐

Pension Plan or PSP

☐

Uniform Gift / Transfer to Minors

☐

Other

State of

☐

Trust (Include Certification of Investment Powers Form or First and Last Page of Trust Documents)

C.Custodian Information (To Be Completed by Custodian)

☐

Corporation / Partnership / Other (Corporate Resolution or Partnership Agreement Required)

Custodian Name

1 Cash, cashier’s checks / official bank checks, temporary checks, foreign checks, money orders, third party checks, or travelers checks are not accepted.

2 Available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus, as amended and supplemented.



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D.Entity Name (Retirement Plan / Trust / Corporation / Partnership / Other)

Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3A and 3B.

Entity Name

Tax ID Number

Date of Trust

Exemptions (See Form W-9 instructions at www.irs.gov)

Entity Address

City

State

Zip Code

Entity Type (Select one. Required)

☐

Retirement Plan

☐

Trust / Estate

Exempt payee code (if any)

☐

S Corporation

☐

C Corporation

Exemption from FATCA reporting code (if any)

☐

Sole Proprietor / Single-Member LLC

☐

Partnership

(Required)

☐

LLC (Enter the tax classification (C = Corporation, S = S Corporation, P = Partnership))

Jurisdiction (if Non-US)
(Attach a completed applicable Form W-8)

☐

Other

Note: Check the “LLC” box above and, in the entry space enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. (See Form W-9 instructions at www.irs.gov).

☐

If you checked “Partnership” or “Trust / Estate”, or checked “LLC” and entered “P” check this box if you have any foreign partners, owners, or beneficiaries. (See Form W-9 instructions at www.irs.gov).

3.Investor Information

A.Investor Name (Investor / Trustee / Executor / Authorized Signatory Information)

Residential street address MUST be provided. See section 4 if mailing address is different than residential street address

First Name

(MI)

Last Name

Social Security Number / Tax ID

Date of Birth

Daytime Phone Number

Residential Street Address

City

State

Zip Code

Email Address

If you are a non-US citizen, please specify your country of citizenship. (Required)

☐

Resident Alien

☐

Non-Resident Alien

(Attach a completed Form W-8BEN, Rev. Oct 2021)

Country of Citizenship

Please specify if you are a Blackstone employee / officer / director / affiliate. (Required)

☐

Blackstone Employee

☐

BREIT Officer or Director

☐

Blackstone Affiliate

☐

Immediate Family Member of BREIT Officer or Director

☐

Not Applicable



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B.Co-Investor Name (Co-Investor / Co-Trustee / Co-Authorized Signatory Information, if applicable)

First Name

(MI)

Last Name

Social Security Number / Tax ID

Date of Birth

Daytime Phone Number

Residential Street Address

City

State

Zip Code

Email Address

If you are a non-US citizen, please specify your country of citizenship. (Required)

☐

Resident Alien

☐

Non-Resident Alien

(Attach a completed Form W-8BEN, Rev. Oct 2021)

Country of Citizenship

Please specify if you are a Blackstone employee / officer / director / affiliate. (Required)

☐

Blackstone Employee

☐

BREIT Officer or Director

☐

Blackstone Affiliate

☐

Immediate Family Member of BREIT Officer or Director

☐

Not Applicable

C.Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only. Not available for Louisiana residents. Beneficiary date of birth required. Whole percentages only; must equal 100%).

☐

Primary

First Name

(MI)

Last Name

SSN

Date of Birth

☐

Secondary

☐

Primary

First Name

(MI)

Last Name

SSN

Date of Birth

☐

Secondary

☐

Primary

First Name

(MI)

Last Name

SSN

Date of Birth

☐

Secondary

☐

Primary

First Name

(MI)

Last Name

SSN

Date of Birth

☐

Secondary


Custodian / Guardian for a minor Beneficiary (Required):

4.Contact Information (if Different Than Provided in Section 3A)

Email Address

Mailing Address

City

State

Zip Code


5.Select How You Want to Receive Your Distributions (Please Read Entire Section and Select Only One)
You are automatically enrolled in our Distribution Reinvestment Plan, unless you are a resident of ALABAMA, ARKANSAS, CALIFORNIA, IDAHO, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, NEW JERSEY, NORTH CAROLINA, OHIO, OREGON, TENNESSEE, VERMONT OR WASHINGTON.
☐			If you ARE a resident of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, North Carolina, Ohio, Oregon, Tennessee, Vermont or Washington, you are not automatically enrolled in the Distribution Reinvestment Plan; Please check here if you wish to enroll in the Distribution Reinvestment Plan. You will automatically receive cash distributions unless you elect to enroll in the Distribution Reinvestment Plan. If you are a resident of New Jersey, Please review the remainder of this section.
☐			If you are not a resident of the states listed above, you are automatically enrolled in the Distribution Reinvestment Plan; Please check here if you DO NOT wish to be enrolled in the Distribution Reinvestment Plan.



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For Cash Distributions Only:
All custodial-held accounts that elect cash distributions must have the funds sent to the custodian. For all non-custodial accounts that elect cash distributions, please select a distribution instruction below:
A.	☐	Check mailed to street address in 3A (only available for non-custodial investors).
B.	☐	Check mailed to secondary address in 3B (only available for non-custodial investors).
C.	☐	Direct Deposit (only available for non-custodial investors). PLEASE ATTACH A PRE-VOIDED CHECK
D.	☐	Check mailed to Third-Party Financial Institution (complete section below)
I authorize Blackstone Real Estate Income Trust, Inc. or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify Blackstone Real Estate Income Trust, Inc. in writing to cancel it. In the event that Blackstone Real Estate Income Trust, Inc. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

Financial Institution Name

Mailing Address

City

State

Zip Code

Your Bank’s ABA Routing Number

Your Bank Account Number


☐			New Jersey Election If you are a resident of New Jersey, you are not automatically enrolled in the Distribution Reinvestment Plan. Please check here if you wish to enroll in the Distribution Reinvestment Plan.


6.Broker‐Dealer / Financial Advisor Information (Required Information. All Fields Must Be Completed.)

The Financial Advisor must sign below to complete the order. The Financial Advisor hereby warrants that he/she is duly licensed and may lawfully sell shares in the state designated as the investor’s legal residence.

Broker-Dealer

Financial Advisor Name

Advisor Mailing Address

City

State

Zip Code

Financial Advisor Number

Branch Number

Telephone Number

Email Address

Fax Number

Operations Contact Name

Operations Contact Email Address

Please note that unless previously agreed to in writing by Blackstone Real Estate Income Trust, Inc., all sales of securities must be made through a Broker-Dealer, including when an RIA has introduced the sale. In all cases, Section 6 must be completed.

The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with respect to sales of securities made through a Broker-Dealer, that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor’s prospective purchase of Shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the Shares; (iv) have delivered or made available a current Prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing these Shares for his or her own account; and (vi) have reasonable grounds to believe that the purchase of Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus. The undersigned Financial Advisor further represents and certifies that, in connection with this subscription for Shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm’s existing Anti-Money Laundering Program and Customer Identification Program.



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Financial Advisor Signature

Date

Branch Manager Signature (If required by Broker-Dealer)

Date


7.Electronic Delivery Form (Optional)

Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other stockholder communications and reports, you may elect to receive electronic delivery of stockholder communications from Blackstone Real Estate Income Trust, Inc. If you would like to consent to electronic delivery, including pursuant to email, please check the box below for this election.

We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder communications and statement notifications. By consenting below to electronically receive stockholder communications, including your account-specific information, you authorize said offering(s) to either (i) email stockholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.

By consenting to electronic access, you will be responsible for your customary internet service provider charges and may be required to download software in connection with access to these materials.


			Initial for consent to electronic delivery



Email Address If blank, the email address provided in Section 4 or Section 3A will be used.


8.Subscriber Signatures

Blackstone Real Estate Income Trust, Inc. is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish and/or maintain the account. Required information includes name, date of birth, permanent residential address and social security / taxpayer identification number. We may also ask to see other identifying documents. If (i) you do not provide the information, (ii) we are unable to confirm that this information is true and correct, including, without limitation, verification of your identity (or that of another person(s) authorized to act on your behalf), or (iii) we believe we have identified potential criminal activity, in each case we reserve the right to take action as we deem appropriate which may include not opening your account or closing your account and repurchasing your shares under the Share Repurchase Plan.

Please separately initial each of the representations below. A power of attorney to make representations on behalf of an investor can only be granted for fiduciary accounts; if applicable, by signing the Subscription Agreement you represent and warrant that you have the requisite authority. In order to induce Blackstone Real Estate Income Trust, Inc. to accept this subscription, I hereby represent and warrant to you as follows:



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8.a. Please note: all items in Section 8.a. must be read and initialed

Primary Investor Initials

Co-
Investor
Initials

I have received a copy of the Final Prospectus.

I/We have (i) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.

In addition to the general suitability requirements described in the representation above, I/we meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under “SUITABILITY STANDARDS”.

I am (i) an entity that was formed for the purpose of purchasing Shares, in which each individual that owns an interest in such entity meets the general suitability requirements described above OR (ii) I am an individual or entity not formed for such purpose.

I acknowledge that there is no public market for the Shares and, thus, my investment in Shares is
not liquid.

I acknowledge that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

I am purchasing the Shares for my own account.

I understand that the transaction price per Share at which my investment will be executed will be made available at www.breit.com and in a prospectus supplement filed with the SEC, available at www.sec.gov.

I understand that my subscription request will not be accepted before the later of (i) two business days before the first calendar day of the month and (ii) three business days after the transaction price is made available. I understand that I am not committed to purchase Shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on Blackstone Real Estate Income Trust, Inc.’s toll-free, automated telephone line, 844-702-1299.



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8.b. If you live in any of the following states, please read Section 8.b. carefully: Alabama, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee and Vermont.

Primary Investor Initials

Co-
Investor
Initials

If I am an Alabama resident, my investment in Blackstone Real Estate Income Trust, Inc. and its affiliates may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am an Idaho resident, I have either (a) a net worth of $85,000 and annual income of $85,000 or (b) a liquid net worth of $300,000. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am an Iowa resident, I have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000. In addition, if I am not an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts (REITs) does not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am a Kansas resident, I understand that the Securities Commissioner of Kansas recommends that Kansas investors limit their aggregate investment in our securities and other similar investments to not more than 10% of their liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am a Kentucky resident, my investment in Blackstone Real Estate Income Trust, Inc. and its affiliated non-publicly traded real estate investment trusts may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and other similar direct participation investments not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am a Massachusetts resident, I have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000; or (b) a minimum liquid net worth of $350,000. In addition, the total investment in Blackstone Real Estate Income Trust, Inc., its affiliates and other non-publicly traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth. For purposes of the Massachusetts suitability standard, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that consists of cash, cash equivalents and readily marketable securities.

If I am a Missouri resident, in addition to the suitability standards set forth above, no more than 10% of my liquid net worth shall be invested in Blackstone Real Estate Income Trust, Inc.

If I am a Nebraska resident, and I do not meet the definition of “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-publicly traded direct participation programs may not exceed 10% of my net worth.



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Primary Investor Initials

Co-
Investor
Initials

If I am a New Jersey resident, I have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my total investment in Blackstone Real Estate Income Trust, Inc., its affiliates and other non-publicly traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. New Jersey investors are advised that the Class T-2, Class S-2, and Class D-2 shares may be subject to transaction or other fees charged by certain financial intermediaries. Such fees include upfront selling commissions as a percentage of the transaction price of up to (i) 3.0% for Class T-2 shares, (ii) 3.5% for Class S-2 shares, and (iii) 1.5% for Class D-2 shares. The Class T-2 shares are also subject to upfront dealer manager fees of 0.5% of the transaction price of the Class T-2 shares. The Class T-2, Class S-2 and Class D-2 shares are subject to ongoing stockholder servicing fees in an annual amount equal to a percentage of the aggregate NAV of the outstanding shares per class of up to (i) 0.85% for the Class T-2 and Class S-2 shares and (ii) 0.25% for the Class D-2. These upfront commissions and fees will cause the per share purchase price to be greater than the initial per share NAV that will be reflected on an account statement and will reduce the amount of the purchase price that is available for investment and other capital needs. The stockholder servicing fees will reduce the NAV or distributions for the Class T-2, S-2 and D-2 shares relative to classes which do not pay a stockholder servicing fee or pay a reduced stockholder servicing fee.

If I am a New Mexico resident, and I do not meet the definition of “accredited investor” as defined by Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, I must limit my investment in Blackstone Real Estate Income Trust, Inc., its affiliates and other non-traded real estate investment trusts to 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

If I am an Ohio resident, my investment in Blackstone Real Estate Income Trust, Inc., its affiliates and other non-traded real estate investment programs may not exceed 10% of my liquid net worth. For these purposes,"liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities. The condition also does not apply to purchasers who meet the definition of an accredited investor as defined in rule 501(a) of Regulation D under the Securities Act of 1933, 15 U.S.C.A. 77a, as amended.

If I am an Oregon resident, and I am not an accredited investor, I may not invest more than 10% of my liquid net worth in Blackstone Real Estate Income Trust, Inc. For these purposes, “liquid net worth” is defined as an investor’s total assets (excluding home, home furnishings, and automobiles) minus total liabilities. Oregon investors who meet the definition of “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the limitation described in this paragraph.

If I am a Pennsylvania resident, my investment in Blackstone Real Estate Income Trust, Inc. may not exceed 10% of my net worth (exclusive of home, home furnishings, and automobiles).

If I am a Puerto Rico resident, my investment in Blackstone Real Estate Income Trust, Inc., its affiliates, and other non-traded REITs, may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings, and automobiles minus total liabilities) consisting of cash, cash equivalents, and readily marketable securities.

If I am a Tennessee resident, who is not an "accredited investor" as defined in 17 C.F.R. § 230.501, my investment in Blackstone Real Estate Income Trust, Inc. may not be more than 10% of my net worth.

If I am a Vermont resident, and I am not an “accredited investor” as defined in 17 C.F.R. § 230.501, my investment in this offering may not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, or automobiles) minus total liabilities.



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For purposes of determining whether you satisfy the standards above, your net worth is calculated excluding the value of your home, home furnishings and automobiles, and unless otherwise indicated, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.

For purposes of the acknowledgments above, an affiliate of Blackstone Real Estate Income Trust, Inc. shall mean (i) any person or entity directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of Blackstone Real Estate Income Trust, Inc.; (ii) any person or entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by Blackstone Real Estate Income Trust, Inc.; (iii) any person or entity directly or indirectly controlling, controlled by or under common control with Blackstone Real Estate Income Trust, Inc., including any partnership in which Blackstone Real Estate Income Trust, Inc. is a general partner; and (iv) any executive officer, director, trustee or general partner of Blackstone Real Estate Income Trust, Inc. In the case of sales to fiduciary accounts, the minimum standards above shall be met by the beneficiary, the fiduciary, account, or by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.

If you do not have another broker-dealer or other financial intermediary introducing you to Blackstone Real Estate Income Trust, Inc., then Blackstone Securities Partners L.P. (BSP) may be deemed to be acting as your broker-dealer of record in connection with any investment in Blackstone Real Estate Income Trust, Inc. For important information in this respect, see section 6 above. I declare that the information supplied above is true and correct and may be relied upon by Blackstone Real Estate Income Trust, Inc. I acknowledge that the Broker-Dealer / Financial Advisor (Broker-Dealer / Financial Advisor of record) indicated in section 6 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of Shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker-Dealer / Financial Advisor of record at any time by contacting Blackstone Real Estate Income Trust, Inc. at the number indicated below. Further, by signing below, you acknowledge that BREIT and BSP have not acted in a fiduciary capacity under the Employee Retirement Income Security Act of 1974 to you or your Financial Advisor, and any communications made by either BREIT or BSP are not intended to be, and should not be considered as, impartial investment advice. Please consult your Financial Advisor if you have had any changes that might affect your ability to meet the applicable suitability requirements.

SUBSTITUTE IRS FORM W-9 CERTIFICATIONS (Required for US investors)

Under penalties of perjury, I certify that:

1.The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2.I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3.I am a US citizen or other US person (including a resident alien) (defined in IRS Form W-9); and

4.The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature of Investor

Date

Signature of Co-Investor or Custodian (If applicable)

Date

MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS ADMINISTERED BY A THIRD PARTY



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9.Miscellaneous

If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of Shares of Blackstone Real Estate Income Trust, Inc. experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in section 8 above, they are asked to promptly notify Blackstone Real Estate Income Trust, Inc. and the Broker-Dealer in writing. The Broker-Dealer may notify Blackstone Real Estate Income Trust, Inc. if an investor participating in the Distribution Reinvestment Plan can no longer make the representations or warranties set forth in section 8 above, and Blackstone Real Estate Income Trust, Inc. may rely on such notification to terminate such investor’s participation in the Distribution Reinvestment Plan. Class T-2, S-2, and D-2 Common Shares shall convert to Class I Common Shares upon certain events as set forth in the Prospectus and the Company’s charter, including, but not limited to, when total Selling Commissions and Class 2 Stockholder Servicing Fees (as such terms are defined in the Company’s charter) paid with respect to such Shares would be equal to or exceed, in the aggregate, the limit, if any, set forth in the applicable agreement between the dealer manager and a participating broker-dealer with respect to that broker-dealer’s clients at the time such shares were issued.

No sale of Shares may be completed until at least five business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business days prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.

All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares of Blackstone Real Estate Income Trust, Inc.

Return the completed Subscription Agreement to:

SS&C GIDS, Inc.
PO Box 219349
Kansas City, MO 64121-9349

Overnight Address:

SS&C GIDS, Inc.

801 Pennsylvania Ave. Suite 219349

Kansas City, MO 64105-1307

Blackstone Real Estate Income Trust, Inc. Investor Relations:

844-702-1299



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