ThZeal - The Zeal

oak-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


X			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 000-56428

Brookfield Real Estate Income Trust Inc.

(Exact name of registrant as specified in its charter)


Maryland						82-2365593
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

250 Vesey Street, 15th Floor

New York, NY 10281

(Address of principal executive offices) (Zip Code)

(212) 417-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X

As of April 30, 2025, the registrant had the following shares outstanding: 31,547,326 Class I shares, par value $0.01 per share, 26,871,172 Class S shares, par value $0.01 per share, 107,963 Class D shares, par value $0.01 per share, 14,726 Class T shares, par value $0.01 per share, 7,024,184 Class C shares, no par value per share, and 1,481,800 Class E shares, no par value per share.

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PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1

	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2

	Consolidated Statements of Changes in Stockholders ’ Equity for the three months ended March 31, 2025 and 2024	3

	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4

	Notes to Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	50

ITEM 4.	CONTROLS AND PROCEDURES	50

PART II.	OTHER INFORMATION	51

ITEM 1.	LEGAL PROCEEDINGS	51

ITEM 1A.	RISK FACTORS	51

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	51

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	53

ITEM 4.	MINE SAFETY DISCLOSURES	53

ITEM 5.	OTHER INFORMATION	53

ITEM 6.	EXHIBITS	54

SIGNATURES		55

WEBSITE DISCLOSURE

Investors and others should note that we use our website, www.BrookfieldREIT.com, to announce material information to investors and the marketplace. While not all of the information that we post on our website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in us to review the information that we share on our website. Information contained on, or available through, our website is not incorporated by reference into this document.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Brookfield Real Estate Income Trust Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except per share data)



	March 31, 2025		December 31, 2024
Assets
Investments in real estate, net	$	1,582,488	$	1,592,802
Investments in real estate-related loans and securities, net	190,151		71,505
Investments in unconsolidated entities	92,564		81,566
Intangible assets, net	34,220		35,008
Cash and cash equivalents	18,352		13,763
Restricted cash	12,612		10,544
Accounts and other receivables, net	10,716		9,401
Other assets	65,006		6,674
Total Assets	$	2,006,109	$	1,821,263
Liabilities and Equity
Mortgage loans and secured credit facility, net	$	1,058,430	$	1,061,366
Affiliate line of credit	—		12,790
Due to affiliates	31,936		32,883
Intangible liabilities, net	24,447		24,783
Accounts payable, accrued expenses and other liabilities	63,576		42,732
Subscriptions received in advance	3,207		1,204
Total Liabilities	1,181,596		1,175,758

Commitments and contingencies	—		—
Redeemable non-controlling interests	296,074		302,743

Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000 shares authorized; no shares issued nor outstanding at March 31, 2025 and December 31, 2024, respectively	—		—
Common stock - Class S shares, $0.01 par value per share, 225,000 shares authorized; 27,174 and 27,817 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	272		278
Common stock - Class I shares, 0.01 par value per share, 250,000 shares authorized; 31,737 and 14,215 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	317		142
Common stock - Class T shares, 0.01 par value per share, 225,000 shares authorized; 15 and no shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Common stock - Class D shares, 0.01 par value per share, 100,000 shares authorized; 148 and 127 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	1		1
Common stock - Class C shares, no par value per share, 100,000 shares authorized; 7,335 and 8,262 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	56		66
Common stock - Class E shares, no par value per share, 100,000 shares authorized; 1,352 and 1,382 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	803,137		619,431
Accumulated deficit and cumulative distributions	(306,690)		(296,692)
Total Stockholders’ Equity	497,093		323,226
Non-controlling interests in consolidated joint ventures	30,721		18,911
Non-controlling interests attributable to preferred shareholders	625		625
Total Equity	528,439		342,762
Total Liabilities and Equity	$	2,006,109	$	1,821,263

See accompanying notes to Consolidated Financial Statements.

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Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	Three Months Ended March 31,
		2025		2024
Revenues
Rental revenues		$	32,955	$	30,856
Other revenues		2,565		2,358
Total Revenues		35,520		33,214

Expenses
Rental property operating		13,621		12,374
General and administrative		1,544		2,214
Management fee		3,191		2,995

Depreciation and amortization		13,135		12,762
Total Expenses		31,491		30,345

Other Income (Expense)
Income from real estate-related loans and securities		4,089		7,058
Interest expense		(14,525)		(16,327)

Gain from unconsolidated entities		9,118		733
Other income, net		220		2,153
Total Other Income (Expense)		(1,098)		(6,383)
Net Income (Loss)		$	2,931	$	(3,514)
Net (income) loss attributable to non-controlling interests in consolidated joint ventures		$	(120)	$	203

Net (income) loss attributable to redeemable non-controlling interests		(810)		3
Net Income (Loss) Attributable to Brookfield REIT Stockholders		$	2,001	$	(3,308)
Per common share data:
Net income (loss) per share of common stock - basic and diluted		$	0.03	$	(0.04)
Weighted average shares of common stock outstanding - basic and diluted		69,510		88,151

See accompanying notes to Consolidated Financial Statements.

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Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(in thousands)


Three Months Ended March 31, 2025
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests in Consolidated Joint Ventures		Non-controlling Interests Attributable to Preferred Shareholders		Total Equity
Balance at December 31, 2024	$	142	$	278	$	66	$	—	$	—	$	1	$	619,431	$	(296,692)	$	323,226	$	18,911	$	625	$	342,762
Common stock issued	187		3		—		—		—		—		208,376		—		208,566		—		—		208,566
Preferred equity issued	—		—		—		—		—		—		—		—		—		—		—		—
Offering costs	—		—		—		—		—		—		118		—		118		—		—		118
Distribution reinvestment	1		2		—		—		—		—		3,430		—		3,433		—		—		3,433
Common stock repurchased	(13)		(11)		(10)		—		—		—		(35,754)		—		(35,788)		—		—		(35,788)
Stock-based compensation	—		—		—		—		—		—		81		—		81		—		—		81
Net income	—		—		—		—		—		—		—		2,811		2,811		120		—		2,931
Distributions declared on common stock	—		—		—		—		—		—		—		(11,999)		(11,999)		—		—		(11,999)
Distributions to non-controlling interests	—		—		—		—		—		—		—		—		—		(292)		—		(292)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		—		11,982		—		11,982
Allocation to redeemable non-controlling interests	—		—		—		—		—		—		7,455		(810)		6,645		—		—		6,645
Balance at March 31, 2025	$	317	$	272	$	56	$	—	$	—	$	1	$	803,137	$	(306,690)	$	497,093	$	30,721	$	625	$	528,439


Three Months Ended March 31, 2024
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests in Consolidated Joint Ventures		Non-controlling Interests Attributable to Preferred Shareholders		Total Equity
Balance at December 31, 2023	$	415	$	342	$	83	$	—	$	1	$	1,028,028	$	(213,960)	$	814,909	$	3,022	$	375	$	818,306
Common stock issued	5		3		—		—		1		10,630		—		10,639		—		—		10,639
Preferred equity issued	—		—		—		—		—		—		—		—		—		375		375
Offering costs	—		—		—		—		—		570		—		570		—		—		570
Distribution reinvestment	5		2		—		—		—		8,905		—		8,912		—		—		8,912
Common stock repurchased	(17)		(20)		(9)		—		—		(53,974)		—		(54,020)		—		—		(54,020)
Stock-based compensation	—		—		—		—		—		81		—		81		—		—		81
Net (loss)	—		—		—		—		—		—		(3,310)		(3,310)		(203)		—		(3,513)
Distributions declared on common stock	—		—		—		—		—		—		(15,127)		(15,127)		—		—		(15,127)
Distributions to non-controlling interests	—		—		—		—		—		—		—		—		—		—		—
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		158		—		158
Allocation to redeemable non-controlling interests	—		—		—		—		—		15		—		15		—		—		15
Balance at March 31, 2024	$	408	$	327	$	74	$	—	$	2	$	994,255	$	(232,397)	$	762,669	$	2,977	$	750	$	766,396

See accompanying notes to Consolidated Financial Statements.

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Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	2,931	$	(3,514)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	13,135		12,762

Management fees	3,191		2,995



Amortization of above and below market leases and lease inducements, net	(326)		(139)
Amortization of restricted stock grants	81		81
Amortization of deferred financing costs	508		784
Amortization of upfront derivative acquisition costs	289		573
Provision for current expected credit losses	—		(230)
Other income	(373)		(351)
Paid-in-kind interest	(232)		(182)
Realized gain on sale of derivatives	—		(3,615)
Realized gain on investments in real estate-related loans and securities	(48)		(747)
Unrealized (gain) loss on investments	(9,225)		58
Distributions of earnings from unconsolidated entities	661		764
Changes in assets and liabilities:
Increase in lease inducements and origination costs	(153)		(402)
Upfront derivative acquisition costs	(26)		(111)
Proceeds from settlement of derivative contracts	—		10,350
Decrease (increase) in other assets	284		(34)
Increase in accounts and other receivables	(1,315)		(1,721)
Decrease in accounts payable, accrued expenses and other liabilities	(1,629)		(448)
Increase in due to affiliates	859		(767)
Net cash provided by operating activities	8,612		16,106

Cash flows from investing activities

Purchase of real estate-related loans and securities	(114,439)		(15,871)
Funding of real estate-related loan commitments	(5,775)		—
Proceeds from sale of real estate-related loans and securities	—		25,265
Proceeds from principal repayments of real estate-related loans and securities	2,136		4,629
Payment of investment acquisition deposits	—		(1,000)

Capital improvements to real estate	(2,020)		(1,321)

Purchase of trading securities	(200,955)		(39,364)
Proceeds from sale of trading securities	165,229		73,043
Net cash (used in) provided by investing activities	(155,824)		45,381

Cash flows from financing activities:
Borrowings from mortgage loans	23,700		—

Repayment of mortgage loans	(26,647)		—


Repayment of affiliate line of credit	(12,790)		—

Payment of deferred financing costs	(497)		(16)
Proceeds from issuance of common stock	204,346		4,563
Proceeds from issuance of preferred equity	—		375
Repurchases of common stock	(39,763)		(53,732)
Subscriptions received in advance	3,207		11,342
Payment of organizational and offering costs	(1,754)		(1,689)
Distributions to non-controlling interests	(292)		—
Contributions from non-controlling interests	11,982		157
Distributions	(7,623)		(6,368)

Net cash provided by (used in) financing activities	153,869		(45,368)

Net change in cash and cash-equivalents and restricted cash	6,657		16,119
Cash and cash-equivalents and restricted cash, beginning of period	24,307		40,701

Cash and cash-equivalents and restricted cash, end of period	$	30,964	$	56,820

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Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
	Three Months Ended March 31,
	2025		2024
Cash and cash equivalents	$	18,352	$	30,559
Restricted cash	12,612		26,261
Total cash and cash equivalents and restricted cash	$	30,964	$	56,820

Supplemental disclosures:
Interest paid	$	13,963	$	14,935
Non-cash investing and financing activities:




Payable for unsettled purchase of trading securities	$	25,211	$	—
Accrued distributions	$	942	$	(150)
Accrued stockholder servicing fee due to affiliate	$	(585)	$	(743)
Accrued offering costs	$	463	$	(47)
Accrued capital improvements	$	6	$	142
Accrued repurchases of common stock in accounts payable	$	(3,849)	$	553
Accrued repurchases of common stock in due to affiliates	$	(127)	$	(264)

See accompanying notes to Consolidated Financial Statements.

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Brookfield Real Estate Income Trust Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization and Business Purpose

Brookfield Real Estate Income Trust Inc. (“Brookfield REIT” or the “Company”) was formed on July 27, 2017 as a Maryland corporation and has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2019. The Company invests primarily in well-located, high-quality real estate properties that generate strong current cash flow and could further appreciate in value through proactive, best-in-class asset management. To a lesser extent, the Company invests in real estate-related debt investments, including real estate-related loans and real estate-related securities. Brookfield REIT OP GP LLC, a wholly owned subsidiary of the Company, is the sole general partner of Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”). Substantially all of the Company’s business is conducted through the Operating Partnership. The Company and the Operating Partnership are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Ltd. (together with its affiliates, “Brookfield”). The Company and the Adviser have engaged Oaktree Fund Advisors, LLC (the “Sub-Adviser”), an affiliate of Oaktree Capital Management, L.P. (“Oaktree”), to select and manage certain of the Company’s liquid assets, including certain real estate-related loans and securities. Brookfield holds a majority stake in Oaktree.

The Company had previously registered with the Securities and Exchange Commission (the “SEC”) its initial public offering of up to $2.0 billion in shares of common stock (the “Initial Public Offering”), which was declared effective on April 30, 2018 and terminated on November 2, 2021. The Company subsequently registered a follow-on offering with the SEC of up to $7.5 billion in shares of common stock, consisting of up to $6.0 billion in shares in its primary offering and up to $1.5 billion in shares pursuant to its distribution reinvestment plan, which was declared effective on November 2, 2021 (the “Public Offering” and with the Initial Public Offering, the “Offering”).

Pursuant to the Public Offering, the Company is offering to the public any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The purchase price per share for each class of common stock varies and generally equals the Company’s prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. The Company intends to continue selling shares on a monthly basis.

In addition to the Public Offering, the Company is conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) and Regulation S promulgated thereunder. The Company is also offering Class E shares to Brookfield and its affiliates and certain of Brookfield’s and Oaktree’s employees and the Company’s independent directors in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

In October 2024, the Company launched a program (the “DST Program”) to raise capital, through its Operating Partnership, from private placement offerings exempt from registration under the Securities Act by selling beneficial interests in specific Delaware statutory trusts (“DSTs”) holding real properties (the “DST Properties”). As of March 31, 2025, the Company has raised approximately $26.3 million of aggregate gross proceeds from its DST Program.

On January 1, 2025, the Company issued unregistered shares of Class I common stock to an institutional investor in exchange for a $200 million subscription. The issuance was made at the same transaction price as Class I shares sold through the Public Offering as of January 1, 2025, with fees consistent with existing Class I stockholders. Brookfield entered into a separate agreement with the investor pursuant to which Brookfield will support a specified total annual return on the investor’s investment in the Company’s shares in the form of periodic cash payments, subject to certain limits. In exchange, the investor has agreed not to request the repurchase of its shares, subject to limited exceptions, for a period of five years from the issuance date, at which point the investor may request that the Company repurchase its shares through the share repurchase plan ratably over a two-year period.

As of March 31, 2025, the Company owned 19 investments in real estate, three investments in unconsolidated real estate ventures, four investments in real estate-related loans, 37 investments in real estate-related securities, and two interest rate derivatives related to investments in real estate-related securities. The Company currently operates in six reportable segments: multifamily and student housing, office, logistics, single-family rental, net lease and real estate-related loans and securities. See Note 14 — “Segment Reporting” to the Company’s Consolidated Financial Statements for financial results by segment.

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2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

The Company consolidates all entities in which it retains a controlling financial interest through majority ownership or voting rights and entities that meet the definition of a variable interest entity (“VIE”) for which it is deemed to be the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates the Operating Partnership because it has the ability to direct the most significant activities of the entities as its sole general partner. The Company also consolidates all VIEs for which it is the primary beneficiary. Where the Company does not have the power to direct the activities of the VIE that most significantly impact its economic performance, the Company’s interest for those partially owned entities are accounted for using the equity method of accounting. Equity method investments for which the Company has not elected a fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. When the Company elects the FVO, the Company records its share of net asset value of the entity and any related unrealized gains and losses. As of March 31, 2025, the total assets and liabilities of the Company’s consolidated VIEs were $391.2 million and $248.6 million, respectively, compared to $392.6 million and $252.9 million, respectively, as of December 31, 2024. Such amounts are included on the Company’s Consolidated Balance Sheets.

The Operating Partnership and the Company’s joint ventures are considered to be VIEs. The Company consolidates these entities, excluding its equity method investments, because it has the ability to direct the most significant activities of the entities such as purchases, dispositions, financings, budgets, and overall operating plans.

For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as equity of the Company. The non-controlling joint venture partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the other partner is reported within non-controlling interest.

Under the Company’s DST Program, each private placement offers interests in a DST (the “DST Interests”) that holds one or more DST Properties. DST Properties may be sourced from properties currently owned by the Operating Partnership or newly acquired properties. The underlying DST Properties are leased-back to a wholly owned subsidiary of the Company (the “Master Tenant”) on a long-term basis, unless sooner terminated pursuant to the applicable master lease agreement. The master lease agreements are fully guaranteed by the Operating Partnership. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the DST Interests from the investors at a later time in exchange for Operating Partnership units.

Under the master lease agreement, the Master Tenant is responsible for subleasing the DST Property to tenants and paying all underlying costs associated with operating the DST Property. For financial reporting purposes (and not for income tax purposes), the sale of DST Interests is accounted for as a failed sale-leaseback transaction and, as a result, the DST Properties are included in the Company’s Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, the Company’s investments in real estate included one property held by a DST whose DST Interests were sold as part of the DST Program. As of March 31, 2025 and December 31, 2024, the total Investments in real estate, net associated with the DST Property was $126.8 million and $126.0 million, respectively. The Company has determined that the DST is a VIE and the Company is the primary beneficiary of the VIE. As a result, the DST is included in the Company’s Consolidated Financial Statements.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and accrued expenses

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at the date of the balance sheet. The Company believes the estimates and assumptions underlying the Consolidated Financial Statements are reasonable and supportable based on the information available as of March 31, 2025.

Investments in Real Estate

In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business.

The Company evaluates each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. Generally, acquisitions of real estate or in-substance real estate are not expected to meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. All property acquisitions to date have been accounted for as asset acquisitions because substantially all of the fair value was concentrated in the land, buildings and related intangible assets.

The Company capitalizes acquisition-related costs associated with asset acquisitions. Upon acquisition of a property, the Company assesses the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- or below-market leases, acquired in-place leases, and other intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The estimated fair value of acquired in-place leases include the costs the Company would have incurred to lease the properties to their occupancy levels at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. The Company evaluates avoided costs over the time period over which occupancy levels at the date of acquisition would be achieved had the property been acquired vacant. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases are amortized over the remaining lease terms as a component of depreciation and amortization expense.

For acquired in-place leases, above- and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The values of acquired above- and below-market leases are amortized over the terms of the related leases and recognized as either increases (for below-market leases) or decreases (for above-market leases) to rental revenue. Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of the above- or below-market lease value is charged to rental revenue.

Significant improvements to properties are capitalized and depreciated over their estimated useful life. Expenditures for ordinary repairs and maintenance are expensed to operations as incurred.

The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:


Description						Depreciable Life
Building						30-40 years
Building and site improvements						5-21 years
Furniture, fixtures and equipment						1-9 years
Tenant improvements						Amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the tenant improvements
In-place lease intangibles						Over lease term
Above and below market leases						Over lease term
Lease origination costs						Over lease term
Present value of tax abatement savings						Over tax abatement period

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When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

The Company’s management reviews its real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. If the carrying amount of the real estate investment is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. During the periods presented, no such impairment occurred.

Assets Held for Sale

The Company classifies the assets and liabilities related to its real estate investments as held for sale when a sale is probable to occur within one year. The Company considers a sale to be probable when a binding contract has been executed, the buyer has posted a non-refundable deposit, and there are limited contingencies to closing. The Company classifies held for sale assets and liabilities at the lower of depreciated cost or fair value less closing costs. There were no properties held for sale as of March 31, 2025 and December 31, 2024.

Investments in Unconsolidated Entities

The Company has elected the FVO for its investments in unconsolidated entities and therefore reports the investments at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Gain from unconsolidated entities on the Company’s Consolidated Statements of Operations. For further details on the Company’s investments in unconsolidated entities, see Note 4 — “Investments in Unconsolidated Entities” to the Company’s Consolidated Financial Statements.

Investments in Real Estate-Related Loans and Securities

The Company has elected to classify its real estate-related securities as trading securities and carry such investments at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Income from real estate-related loans and securities on the Company’s Consolidated Statements of Operations.

The Company has elected the FVO for certain of its investments in real estate-related loans. As such, the resulting unrealized gains and losses on such loans are recorded as a component of Income from real estate-related loans and securities on the Company’s Consolidated Statements of Operations.

Certain of the Company’s real estate-related loans are classified as held for investment and are recorded at amortized cost. The Company assesses the collectability of its real estate-related loans held at amortized cost to estimate credit losses over the contractual term of each loan on a periodic basis. The Company’s estimate of credit losses is based on relevant factors, including historical realized loss rates, current market conditions, and reasonable and supportable forecasts that affect the collectability of its investments. The Company also considers, among other things, payment status, lien position, borrower or tenant financial resources, and underlying collateral. The Company recognizes an allowance for credit loss when the carrying amount of a loan differs from the amount expected to be collected. For further details on the Company’s allowance for credit loss, see Note 6 — “Investments in Real Estate-Related Loans and Securities” to the Company’s Consolidated Financial Statements.

Interest income from the Company’s investments in real estate-related loans and securities is recognized based on the stated terms of the security or loan agreement and is recorded on an accrual basis. Interest income is recorded as a component of Income from real estate-related loans and securities on the Company’s Consolidated Statements of Operations.

Revenue Recognition

Rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties. Base rent is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Other rental revenues include amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income.

The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. In making this determination, the Company considers the length of time a receivable has been outstanding, tenant creditworthiness, payment history, available information about the financial condition of the tenant, and current economic trends, among other factors.

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Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue. The Company will recognize revenue from such leases prospectively, based on actual amounts received. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance. As of March 31, 2025 and December 31, 2024, the allowance for doubtful accounts was approximately $2.3 million and $1.6 million, respectively. These amounts are included in Accounts and other receivables, net on the Company’s Consolidated Balance Sheets.

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.

Restricted Cash

Restricted cash primarily consists of tenant security deposits and reserves held in escrow related to real estate taxes, interest rate derivatives, capital expenditures and insurance in connection with mortgages at certain of the Company’s properties. Restricted cash also consists of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company’s transfer agent but in the name of the Company.

Trading Securities

Trading securities consist of U.S. government securities that are available to support the Company’s current operations and liquidity. Trading securities are measured at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Other income, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security and is recorded as a component of Other income, net on the Company’s Consolidated Statements of Operations. During the three months ended March 31, 2025 and 2024, income from trading securities was $0.6 million and $0.3 million, respectively.

Foreign Currency

In the normal course of business, the Company makes investments in real estate outside the United States through subsidiaries that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rate at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Gains and losses from translation of foreign denominated transactions into U.S. dollars are included in current results of operations as a component of Gain from unconsolidated entities on the Company’s Consolidated Statements of Operations.

Deferred Charges

The Company’s deferred charges include financing and leasing costs. Deferred financing costs include legal, structuring, and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage notes and term loans are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments. Deferred financing costs related to the Company’s revolving credit facility are recorded as a component of Other assets on the Company’s Consolidated Balance Sheets and amortized over the term of the applicable financing agreements. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage and legal fees, are recorded as a component of Other assets on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes and, with regard to its non-U.S. investment, changes in foreign currency exchange rates. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate and currency rate risk. These financial instruments may include interest rate swaps and other derivative contracts.

The Company recognizes all derivatives as either assets or liabilities in the accompanying Consolidated Balance Sheets and measures those instruments at fair value. Realized and unrealized gains or losses on the Company’s interest rate swaps and caps are recorded in current-period earnings as a component of Other income, net on the Company’s Consolidated Statements of Operations. The Company recognized $0.4 million of net losses and $1.8 million of net gains during the three months ended March 31, 2025 and 2024, respectively. Realized and unrealized gains or losses on foreign currency derivatives are related to the Company’s unconsolidated non-U.S investment and are recorded as a Gain from unconsolidated entities on the Company’s Consolidated Statements of Operations. The Company recognized $2.5 million of net losses and $0.6 million of net gains on its foreign currency swap contracts during the three months ended March 31, 2025 and 2024, respectively.

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As of March 31, 2025, the Company’s derivative instruments consisted of the following ($ and £ in thousands):


	Number of Instruments	Notional Amount		Weighted Average Strike Rate	Weighted Average Maturity (years)
Interest Rate Swaps	1	$	100,000	3.7%	1.4
Interest Rate Caps	5	$	498,310	5.7%	0.9
Foreign Currency Swap Contracts	1	£	62,100	N/A	0.3

Refer to Note 6 — “Investments in Real Estate-Related Loans and Securities” for information regarding the Company’s interest rate derivatives related to its investments in real estate-related securities.

Fair Value Measurement

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Valuation of Assets and Liabilities Measured at Fair Value

The Company’s investments in real estate-related securities and trading securities are reported at fair value. The Company generally determines the fair value of its investments in real estate-related securities and trading securities by utilizing third-party pricing service providers. In determining the value of a particular investment, the pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. The inputs used in determining the Company’s real estate-related securities and trading securities reported at fair value are considered Level 2 and Level 3.

The Company’s derivative financial instruments are reported at fair value. The fair value of the Company’s interest rate swap is determined using a discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for the Company’s nonperformance risk. The fair value of the Company’s interest rate cap is determined using models developed by the respective counterparty as well as third-party pricing service providers that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). The fair value of the Company’s foreign currency swap is determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying instruments. The inputs used in determining the Company’s derivative financial instruments reported at fair value are considered Level 2.

The Company has elected the FVO for its equity method investment and therefore, reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Gain (loss) from unconsolidated entities on the Company’s Consolidated Statements of Operations. The Company separately values the assets and liabilities of the equity method investment. To determine the fair value of the assets of the equity method investments, the Company utilizes a discounted cash flow methodology, taking into consideration various factors including discount rate and exit capitalization rate.

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The Company determines the fair value of the indebtedness of the equity method investment by modeling the cash flows required by the debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its ownership interest to the net asset value and reflects this amount as its equity method investment at fair value. The inputs used in determining the Company’s equity method investment carried at fair value are considered Level 3.

The Company’s carrying values of cash and cash equivalents, restricted cash, accounts receivable and other receivables, accounts payable, accrued liabilities and other liabilities approximate fair value because of the short-term nature of these instruments.

The following table details the Company’s assets and liabilities that are measured at fair value on a recurring basis ($ in thousands):


	March 31, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments in real estate-related loans and securities	$	—	$	65,465	$	111,474	$	176,939	$	—	$	51,578	$	6,238	$	57,816
Investments in unconsolidated entities	—		—		92,564		92,564		—		—		81,566		81,566
Trading securities	—		61,511		—		61,511		—		—		—		—
Derivatives	—		749		—		749		—		3,645		—		3,645
Interest rate swaps related to investments in real estate-related securities	—		188		—		188		—		102		—		102
Total assets	$	—	$	127,913	$	204,038	$	331,951	$	—	$	55,325	$	87,804	$	143,129
Liabilities:
Derivatives	$	—	$	291	$	—	$	—	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	291	$	—	$	—	$	—	$	—	$	—	$	—

The following table details the Company’s assets that are measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):


	Investments in real estate-related loans and securities		Investments in unconsolidated entities		Total Assets
Balance as of December 31, 2024	$	6,238	$	81,566	$	87,804

Purchases	99,914		—		99,914
Funding of real estate-related loan commitments	5,775		—		5,775
Distributions of earnings from unconsolidated entities	—		(661)		(661)
Included in net income
Unrealized (loss) gain	(453)		9,027		8,574
Gain on foreign currency translation	—		2,632		2,632
Balance as of March 31, 2025	$	111,474	$	92,564	$	204,038

The following tables contain the quantitative inputs and assumptions that are used to determine fair value for items categorized in Level 3 of the fair value hierarchy ($ in thousands):

March 31, 2025

Fair Value

Valuation Technique

Unobservable Inputs

Weighted Average Rate

Impact to Valuation from an Increase in Input

Investments in real estate-related loans and securities

111,474

Discounted cash flow

Discount rate

12.8%

Decrease

Investments in unconsolidated entities

92,564

Discounted cash flow

Discount rate

6.7%

Decrease

Exit capitalization rate

5.3%

Decrease

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December 31, 2024

Fair Value

Valuation Technique

Unobservable Inputs

Weighted Average Rate

Impact to Valuation from an Increase in Input

Investments in real estate-related securities

6,238

Discounted cash flow

Discount Rate

18.7%

Decrease

Investments in unconsolidated entities

81,566

Discounted cash flow

Discount rate

6.3%

Decrease

Exit capitalization rate

5.2%

Decrease

Valuation of Assets Measured at Fair Value on a Nonrecurring Basis

Certain of the Company’s assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments, such as when there is evidence of impairment, and therefore measured at fair value on a nonrecurring basis. The Company reviews its real estate properties for impairment each quarter or when there is an event or change in circumstances that could indicate the carrying amount of the real estate value may not be recoverable. As of March 31, 2025, the Company had no impaired assets that are measured at fair value on a nonrecurring basis.

Valuation of Liabilities Not Measured at Fair Value

The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an appropriate discount rate. Additionally, the Company considers current market rate and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. As of March 31, 2025, the fair value of the Company’s mortgage loans and other indebtedness was approximately $17.9 million below the outstanding principal balance.

Income Taxes

The Company believes that it qualifies to be taxed as a REIT for U.S. federal income tax purposes. The Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

The Company has formed wholly-owned subsidiaries that are taxed as taxable REIT subsidiaries (“TRSs”) that are subject to taxation at the federal, state and local levels, as applicable, at regular corporate tax rates. In general, a TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate-related business. For the three months ended March 31, 2025 and 2024, the Company recognized income tax expense of $0.0 million and $0.4 million, respectively, related to its TRSs within General and administrative on the Company’s Consolidated Statements of Operations.

The Company accounts for applicable income taxes by utilizing the asset and liability method. As such, the Company records deferred tax assets and liabilities for the future tax consequences resulting from the difference between the carrying value of existing assets and liabilities and their respective tax basis. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. The Company has not recorded a deferred tax asset related to its non-U.S. investment as it is more likely than not that it will not realize the benefit.

Organization and Offering Expenses

Organizational expenses are expensed as incurred on the Company’s Consolidated Statements of Operations, and offering costs are charged to equity as incurred on the Company’s Consolidated Statements of Changes in Stockholders’ Equity.

The Adviser and its affiliates advanced $13.6 million of organization and offering expenses on the Company’s behalf through July 5, 2023 subject to the following reimbursement terms (1) the Company reimburses the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company reimburses the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. Beginning July 6, 2023, the Company reimburses the Adviser for any organization and offering expenses that it incurs on the Company's behalf as and when incurred.

Earnings Per Share

The Company uses the two-class method in calculating earnings per share (“EPS”) when it issues securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company when, and if, the Company declares dividends on its common stock. Basic earnings per share (“Basic EPS”) for the Company’s common stock are

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computed by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding for the period, respectively. Diluted earnings per share (“Diluted EPS”) is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.

The Company includes unvested shares of restricted stock in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. Any anti-dilutive securities are excluded from the diluted EPS calculation. For the three months ended March 31, 2025 and 2024, there were no dilutive participating securities.

Stockholder Servicing Fee

The Company has entered into a dealer manager agreement with Brookfield Oaktree Wealth Solutions LLC, a registered broker-dealer affiliated with the Adviser (“Dealer Manager”), to serve as the dealer manager for the Public Offering. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees of up to 3.5% of the transaction price and ongoing stockholder servicing fees of 0.85% per annum of the aggregate NAV for outstanding Class S and Class T shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. The Dealer Manager is entitled to receive upfront selling commissions of up to 1.5% of the transaction price and ongoing stockholder servicing fees of 0.25% per annum of the aggregate NAV for outstanding Class D shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. There are no upfront selling commissions, dealer manager fees or ongoing stockholder servicing fees with respect to Class I shares. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Public Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers. The Company accrues the full cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold, which is recorded as a component of Due to affiliates in the Company’s Consolidated Balance Sheets.

Recent Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations (“ASU 2023-05”). ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation. These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The Company adopted ASU 2023-05 on January 1, 2025 and the adoption did not have a material impact on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on the Company’s Consolidated Financial Statements.

In March 2024, the FASB issued ASU 2024-02 (“ASU 2024-02”) Codification Improvements - Amendments to Remove References to the Concepts Statements (the “Codification”). ASU 2024-02 contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. The amendments in ASU 2024-02 affect a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance and are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments is permitted. The Company adopted the provisions of ASU 2024-02 effective January 1, 2025. The adoption of this rule did not have a material impact on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expenses Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. A relevant expenses caption is an expense caption presented on the face of the income statement within continuing operations that contain any of the expense categories listed. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 but does not believe the adoption of ASU 2024-03 will have a material impact on the Company’s Consolidated Financial Statements.

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3. Investments in Real Estate

As of March 31, 2025 and December 31, 2024, the Company’s investments in real estate, net, consisted of the following ($ in thousands):


	March 31, 2025		December 31, 2024
Building and building improvements	$	1,363,336	$	1,362,183
Land and land improvements	293,395		293,424
Tenant improvements	29,258		29,189
Furniture, fixtures and equipment	43,800		43,306
Total	1,729,789		1,728,102
Accumulated depreciation	(147,301)		(135,300)
Investments in real estate, net	$	1,582,488	$	1,592,802

Acquisitions

During the three months ended March 31, 2025, the Company did not acquire any real estate investments. During the year ended December 31, 2024, the Company acquired $167.9 million of real estate investments, which were comprised of 181 single-family rental properties and one student housing property.

The following table provides further details of the properties acquired during the three months ended March 31, 2025 and year ended December 31, 2024 ($ in thousands):

Investment

Ownership Interest

Location

Segment

Acquisition Date

Units

Purchase Price(1)

Single-Family Rentals

100%

Various

Single-Family Rental

Various 2024

181

50,448

Reflection

97%

Atlanta, GA

Student Housing

June 2024

741

117,408

Total

167,856


(1)			Purchase price is inclusive of closing costs.

The following table summarizes the purchase price allocation of the properties acquired during the year ended December 31, 2024 ($ in thousands):


	December 31, 2024
Building and building improvements	$	114,073
Land and land improvements	36,503
Tenant improvements	115
Furniture, fixtures and equipment	13,933
In-place lease intangibles	3,171
Lease origination costs	61



Total purchase price(1)	$	167,856


(1)			Purchase price is inclusive of closing costs.

Dispositions

During the three months ended March 31, 2025, the Company had no dispositions. During the year ended December 31, 2024, the Company disposed of an office property for a gross sales price of $27.6 million. In connection with the sale, the Company repaid $25.5 million of the mortgage loan secured by the property and the lender extinguished the loan, resulting in a $32.3 million gain on extinguishment of debt. The Company did not receive any net sales proceeds from the disposition.

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4. Investments in Unconsolidated Entities

The Company holds three investments in unconsolidated joint ventures that it has elected to account for using the FVO, as the Company’s ownership interests in the joint ventures do not meet the requirements for consolidation.

The following tables detail the Company’s investments in unconsolidated entities ($ in thousands):


	March 31, 2025
Investment	Segment	Number of Properties	Ownership Interest	Fair Value
Principal Place	Net Lease	1	20%	$	84,802
Diversified U.S. Logistics Portfolio(1)	Logistics	72	20%	7,762
The Avery(2)	Multifamily	1	2%	—
Total unconsolidated entities carried at fair value		74		$	92,564


	December 31, 2024
Investment	Segment	Number of Properties	Ownership Interest	Fair Value
Principal Place	Net Lease	1	20%	$	81,566
The Avery(2)	Multifamily	1	2%	—
Total unconsolidated entities carried at fair value		2		$	81,566


(1)			In February 2025, the Company was assigned an equity interest in a Brookfield-managed fund from an affiliate. The Company’s investment is held through a limited partnership interest in an entity that indirectly owns approximately 20% of the Diversified U.S. Logistics Portfolio. The Company paid no consideration for the assignment of the interest in the investment, which included $7.4 million of undistributed realized gains related to property sales that occurred prior to the assignment to the Company. In connection with the assignment, the Company assumed the affiliate’s future funding obligation related to the investment. As of March 31, 2025, the Brookfield-managed fund had not called any of the Company’s funding obligation related to the investment. The Company has recorded its proportionate share of the net equity of the investment at fair value.
(2)			In December 2023, the Company acquired a 2% equity interest in The Avery, a condo and multifamily property located in San Francisco, California, through an indirect interest in a joint venture that owns the property. The Company did not pay any consideration for its interest, which was granted to the Company by the borrower on the Company’s investments in The Avery Senior Loan and The Avery Mezzanine Loan. As of March 31, 2025 and December 31, 2024, the fair value of the Company’s equity interest in The Avery was zero.

The following table details the Company’s gain from unconsolidated entities ($ in thousands):


		Three Months Ended March 31,
Investment	Segment	2025		2024
Principal Place	Net Lease	$	1,356	$	733
Diversified U.S. Logistics Portfolio	Logistics	7,762		—
The Avery	Multifamily	—		—
Total unconsolidated entities carried at fair value		$	9,118	$	733

The following tables provide the combined summarized financial information of our unconsolidated joint ventures as of March 31, 2025 and December 31, 2024 ($ in thousands):


Balance Sheets:	March 31, 2025		December 31, 2024
Total assets	$	1,870,258	$	1,004,069
Total liabilities	$	1,456,840	$	615,447

Brookfield REIT’s share of net equity	$	82,683	$	77,724
Fair value adjustments	9,881		3,842
Total investments in unconsolidated entities	$	92,564	$	81,566

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	Three Months Ended March 31,
Income Statements:		2025		2024
Total revenues		$	28,704	$	12,481
Net loss		$	(3,083)	$	(816)

Brookfield REIT’s share of net loss		$	(617)	$	(163)
Fair value adjustments		9,735		896
Total gain from unconsolidated entities		$	9,118	$	733

5. Intangibles

The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities consisted of the following as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025		December 31, 2024
Intangible assets:
In-place lease intangibles	$	29,033	$	29,340
Lease origination costs	12,231		12,285

Tax intangibles	5,249		5,249
Above-market lease intangibles	114		114
Total intangible assets	$	46,627	$	46,988
Accumulated amortization:
In-place lease intangibles	$	(6,016)	$	(5,889)
Lease origination costs	(4,154)		(4,025)

Tax intangibles	(2,179)		(2,011)
Above-market lease intangibles	(58)		(55)
Total accumulated amortization	$	(12,407)	$	(11,980)
Intangible assets, net	$	34,220	$	35,008

Intangible liabilities:
Below-market lease intangibles	$	(28,909)	$	(28,909)
Accumulated amortization	4,462		4,126
Intangible liabilities, net	$	(24,447)	$	(24,783)

The weighted average amortization periods of the Company’s intangible assets is 197 months and intangible liabilities is 266 months.

As of March 31, 2025, the estimated future amortization of the Company’s intangibles for each of the next five years and thereafter is as follows ($ in thousands):


	In-place Lease Intangibles		Above-market Lease Intangibles		Other Intangibles		Below-market Lease Intangibles
2025 (remaining)	$	1,226	$	15	$	1,465	$	(1,004)
2026	1,558		18		1,813		(1,332)
2027	1,452		7		1,713		(1,327)
2028	1,370		5		1,276		(1,327)
2029	1,320		5		1,084		(1,327)
2030	1,314		6		1,014		(1,327)
Thereafter	14,777		—		2,782		(16,803)
Total	$	23,017	$	56	$	11,147	$	(24,447)

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6. Investments in Real Estate-Related Loans and Securities

The following table summarizes the components of investments in real estate-related loans and securities as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025		December 31, 2024
Real estate-related securities	$	71,249	$	57,816
Real estate-related loans	118,714		13,587
Interest rate swaps	188		102
Total investments in real estate-related loans and securities	$	190,151	$	71,505

The following tables detail the Company’s investments in real estate-related loans and securities as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025
Type of Loan/Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis/Allowance Adjustment		Carrying Amount
Investments held at fair value
CMBS - floating	9	SOFR+3.73%	November 2026	$	37,328	$	34,156	$	34,259
CMBS - fixed	4	4.56%	November 2026	23,413		20,650		5,784
RMBS - floating	1	SOFR+2.15%	October 2035	2,600		2,600		2,600
RMBS - fixed	23	5.57%	August 2026	28,852		28,102		28,607
Real estate-related loans - floating	1	SOFR+8.00%	December 2025	105,689		105,689		105,689
Interest rate swaps	2	4.40%	September 2026	—		—		188
Total investments held at fair value	40	9.55%	June 2026	$	197,882	$	191,197	$	177,127

Investments held at amortized cost
Real estate-related loans - floating	1	SOFR+8.15%	June 2026	$	7,044	$	—	$	7,044
Real estate-related loans - fixed	2	10.00%	December 2025	8,872		(2,892)		5,980
Total investments held at amortized cost	3	11.09%	February 2026	15,916		(2,892)		13,024

Total investments in real estate-related loans and securities	43	9.67%	June 2026	$	213,798	$	188,305	$	190,151


	December 31, 2024
Type of Loan/Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis/Allowance Adjustment		Carrying Amount
Investments held at fair value
CMBS - floating	7	SOFR+3.85%	July 2026	$	24,794	$	22,667	$	22,361
CMBS - fixed	4	4.56%	November 2026	23,413		20,650		6,238
RMBS - fixed	23	SOFR+5.54%	September 2026	29,728		28,960		29,217
Interest rate swaps	2	4.40%	September 2026	—		—		102
Total investments held at fair value	36	6.11%	September 2026	$	77,935	$	72,277	$	57,918

Investments held at amortized cost
Real estate-related loans - floating	1	SOFR+8.15%	June 2026	$	7,044	$	—	$	7,044
Real estate-related loans - fixed	2	10.00%	December 2025	9,435		(2,892)		6,543
Total investments held at amortized cost	3	11.13%	February 2026	$	16,479	$	(2,892)	$	13,587

Total investments in real estate-related loans and securities	39	6.98%	August 2026	$	94,414	$	69,385	$	71,505

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(1)			As of March 31, 2025 and December 31, 2024, the U.S. Dollar denominated Secured Overnight Financing Rate (“SOFR”) was equal to 4.41% and 4.49%, respectively.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

During the three months ended March 31, 2025, the Company recorded net realized and unrealized gains of $0.3 million, on its investments in real estate-related securities. During the three months ended March 31, 2024, the Company recorded net realized and unrealized gains on its investments in real estate-related securities of $1.8 million. Such amounts are recorded as components of Income from real estate-related loans and securities on the Company’s Consolidated Statements of Operations.

Certain of the Company’s investments in real estate-related securities are floating rate and indexed to SOFR. As such, the Company is exposed to interest rate risk and net income will increase or decrease depending on interest rate movements. The Company seeks to manage this risk by entering into interest rate swap contracts related to its investments in real estate-related securities. As of March 31, 2025, and December 31, 2024, the Company had two interest rate swap contracts related to its investments in real estate-related securities with an aggregate notional amount of $24.0 million and a weighted average strike rate of 4.40%. Interest paid or received by the Company related to such instruments is recorded as a component of Income from real estate-related loans and securities on the Company’s Consolidated Statements of Operations. The Company measures its interest rate swap contracts at fair value and records the value of such instruments as a component of Investments in real estate-related loans and securities, net in its Consolidated Balance Sheets and any realized and unrealized gains or losses as a component of Income from real estate-related loans and securities on its Consolidated Statements of Operations.

7. Accounts and Other Receivables, Net and Other Assets

The following tables summarize the components of Accounts and other receivables, net and Other assets in the Company’s Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025		December 31, 2024
Straight-line rent receivables	$	6,622	$	6,411
Accounts receivable, net	2,046		2,313
Interest receivable	2,048		677

Total accounts and other receivables, net	$	10,716	$	9,401

	March 31, 2025		December 31, 2024
Trading securities	$	61,511	$	—
Prepaid expenses	1,986		2,445
Other	760		584
Derivative instruments	749		3,645

Total other assets	$	65,006	$	6,674

8. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the components of Accounts payable, accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025		December 31, 2024
Payable for unsettled purchase of trading securities	$	25,211	$	—
Stock repurchases payable	12,647		16,496
Accounts payable and accrued expenses	12,059		11,818
Tenant security deposits	4,105		3,007
Distributions payable	3,950		3,978
Real estate taxes payable	2,955		4,818
Accrued interest expense	1,814		1,824
Other	835		791
Total accounts payable, accrued expenses and other liabilities	$	63,576	$	42,732

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9. Mortgage Loans, Secured Credit Facility and Affiliate Line of Credit

The following table summarizes the components of Mortgage loans and secured credit facility, net and Affiliate Line of Credit in the Company’s Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 ($ in thousands):


				Principal Balance Outstanding
Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date(2)	Maximum Facility Size	March 31, 2025		December 31, 2024
Fixed rate loans:
Fixed rate mortgages	4.04%	December 2029	N/A	$	419,420	$	395,720
Total fixed rate loans				419,420		395,720
Variable rate loans:
Variable rate mortgages	SOFR+1.73%	November 2027	N/A	497,950		524,597
Secured Credit Facility(3)	SOFR+2.00%	May 2025	$300,000	144,485		144,485
Affiliate Line of Credit(4)	SOFR+2.25%	November 2025	$125,000	—		12,790
Total variable rate loans				642,435		681,872
Total indebtedness				1,061,855		1,077,592
Deferred financing costs, net				(3,425)		(3,436)
Total indebtedness, net				$	1,058,430	$	1,074,156


(1)			As of March 31, 2025 and December 31, 2024, SOFR was 4.41% and 4.49%, respectively.
(2)			Includes the fully extended maturity date for loans with extension options that are at the Company’s discretion and the Company currently expects to be able to exercise.
(3)			As of March 31, 2025, borrowings on the Secured Credit Facility (defined below) were secured by the following properties: 6123-6227 Monroe Court, 2003 Beaver Road, 187 Bartram Parkway, and certain single-family rental properties. The Company refinanced the facility prior to maturity. Refer to Note 15 — “Subsequent Events” for further details on the refinancing.
(4)			Borrowings under the Affiliate Line of Credit (defined below) bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.

The following table presents the future principal payments due under the Company’s mortgage loans and other indebtedness as of March 31, 2025 ($ in thousands):


Year	Amount
2025 (remaining)	$	144,889
2026	50,033
2027	360,737
2028	118,045
2029	254,576
2030	24,567
Thereafter	109,008
Total	$	1,061,855

The mortgage loans and Secured Credit Facility are subject to various financial and operational covenants. These covenants require the Company to maintain certain financial ratios, which may include leverage, debt yield, and debt service coverage, among others. As of March 31, 2025, the Company is in compliance with all of its loan covenants that could result in a default under such agreements.

Mortgage Loans

During the three months ended March 31, 2025, the Company obtained a $23.7 million fixed-rate mortgage loan in connection with the refinancing of an office property. During the year ended December 31, 2024, the Company obtained a $65.0 million fixed-rate mortgage loan related to the acquisition of a property and obtained a $67.0 million fixed rate mortgage loan in relation to a property held through the DST Program. During the three months ended March 31, 2025, the Company repaid $26.6 million of mortgage loans, including the full repayment of a $26.5 million mortgage loan secured by an office property. During year ended December 31, 2024, the Company repaid $125.5 million of mortgage loans, including a $25.5 million repayment of a mortgage loan secured by an office property that the Company disposed in September 2024. In connection with the disposition, the Company recognized $32.3 million gain on extinguishment of debt.

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Secured Credit Facility

In November 2021, the Company entered into a credit agreement with a lender (the “Secured Credit Facility”) providing for a senior secured credit facility to be used for the acquisition or refinancing of properties. Borrowings on the Secured Credit Facility are secured by certain properties owned by the Company.

The initial maximum aggregate principal amount of the facility was $250.0 million, which was increased to $500.0 million in March 2022. In May 2022, the interest rate benchmark was converted from LIBOR to SOFR plus 1.95%. The Secured Credit Facility had an initial maturity date in November 2022, which was extended to January 2023.

In December 2022, the Company refinanced the Secured Credit Facility with the lender. The maximum aggregate principal amount of the facility was amended to $300.0 million, inclusive of a $100.0 million revolving credit amount that the Company may repay and re-borrow upon request, subject to certain conditions. The Company may increase the available capacity on the Secured Credit Facility by an additional $1.2 billion, subject to lender approval. The Secured Credit Facility bears interest at a rate of SOFR plus 2.00% and has a maturity date of January 2025, which was extended to May 2025.

During the three months ended March 31, 2025, there were no borrowings or repayments on the Secured Credit Facility.

Affiliate Line of Credit

In November 2021, the Company entered into a revolving line of credit with an affiliate of Brookfield (the “Affiliate Line of Credit”), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, with one-year extension options subject to the lender’s approval. Effective November 1, 2024, the maturity date of the Affiliate Line of Credit was extended to November 2, 2025. During the three months ended March 31, 2025, the Company repaid $12.8 million on the Affiliate Line of Credit.

10. Related Party Transactions

Advisory Agreement

Pursuant to the advisory agreement among the Adviser, the Operating Partnership and the Company (the “Advisory Agreement”), the Adviser is entitled to a management fee as compensation for the services it provides to the Company and the Operating Partnership. The Company pays the Adviser a management fee equal to 1.25% per annum of the Company’s NAV on its Class T, Class S, Class D, Class I and Class C shares of common stock, payable monthly. The Operating Partnership pays the Adviser a management fee equal to 1.25% per annum of the Operating Partnership’s NAV of its Class T, Class T-1, Class S, Class S-1, Class D, Class D-1, Class I and Class C units held by unitholders other than the Company, payable monthly. In addition, the Company and the Operating Partnership pay the Adviser a management fee equal to 1.25% per annum of the aggregate DST Property consideration, payable monthly, for all DST Properties subject to a fair market option held by the Operating Partnership. For avoidance of doubt, the Adviser will not receive a duplicative management fee with respect to any DST Property. In calculating the management fee, the Company will use its NAV and the Operating Partnership’s NAV before giving effect to any accruals for the management fee, the performance fee, the stockholder servicing fee, the investor servicing fee or distributions payable on its shares or the Operating Partnership’s units. No management fee is paid with respect to Class E shares or Class E units.

The management fee can be paid, at the Adviser’s election, in cash or shares of the Company’s common stock. To date, the Adviser has elected to receive the management fee in Class I and Class E shares of the Company’s common stock. During the three months ended March 31, 2025 and 2024, management fees earned by the Adviser were $3.2 million and $3.0 million, respectively.

During the three months ended March 31, 2025, the Company issued 274,719 unregistered Class I shares of common stock to the Adviser for the payment of management fees earned from December 2024 through February 2025. The Company also had an accrued payable of $1.0 million related to the management fee as of March 31, 2025, which is included in Due to affiliates on the Company’s Consolidated Balance Sheets. During April 2025, the Adviser was issued 97,500 unregistered Class I shares as payment for the $1.0 million management fee accrued as of March 31, 2025.

The Adviser is entitled to a performance fee based on the total return of the Company’s Class C, Class D, Class I, Class S and Class T shares of common stock (no performance fee is paid on the Class E shares). Total return is defined as distributions paid or accrued plus the change in the Company’s NAV, adjusted for subscriptions and repurchases. Pursuant to the Advisory Agreement, the performance fee is equal to 12.5% of the total return in excess of a 5% total return (after recouping any loss carryforward amount), subject to a catch-up. The performance fee becomes payable at the end of each calendar year and can be paid, at the Adviser’s election, in cash, shares of the Company’s common stock, or units of the Operating Partnership. In addition, the Operating Partnership will pay the Adviser a performance fee with respect to certain classes of units held by

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parties other than the Company paid annually in an amount equal to 12.5% of the total return, subject to a 5% hurdle amount and a high-water mark, with a catch-up. During the three months ended March 31, 2025 and 2024, the Company accrued no performance fees in the Company’s Consolidated Statements of Operations.

Repurchase of Adviser Shares

During the three months ended March 31, 2025, the Company repurchased 244,646 shares of Class I common stock from the Adviser outside of its share repurchase plan for total consideration of $2.6 million. During the three months ended March 31, 2024, the Company repurchased 269,911 shares of Class I common stock from the Adviser outside of its share repurchase plan for total consideration of $3.0 million. The repurchases were related to shares that were previously issued to the Adviser as payment of management fees.

Sub-Advisory Agreement

The Company and the Adviser have engaged the Sub-Adviser to (i) select and manage certain of the Company’s liquid assets (cash, cash equivalents, other short-term investments, U.S. government securities, agency securities, corporate debt, liquid real estate-related, equity or debt securities, private debt investments and other investments for which there is reasonable liquidity) (the “Investment Sleeve”) and (ii) provide certain services with respect to certain commercial mortgage-backed securities identified by the Adviser (“Adviser CMBS”) pursuant to a sub-advisory agreement among the Company, the Adviser, the Operating Partnership and the Sub-Adviser (the “Sub-Advisory Agreement”). The Sub-Adviser manages the Investment Sleeve in accordance with, and subject to, the Company’s investment objectives, strategy, guidelines, policies and limitations.

The Sub-Adviser earns management and performance fees pursuant to the terms of the Sub-Advisory Agreement. These fees are paid by the Adviser out of the management and performance fees earned by the Adviser; therefore, no management or performance fees related to the Sub-Advisory Agreement have been recognized in the Company’s Consolidated Statements of Operations.

Dealer Manager Agreements

The Company has engaged the Dealer Manager, a registered broker-dealer affiliated with the Adviser, as the dealer manager for the Offering. The Company pays to the Dealer Manager selling commissions, dealer manager fees and stockholder servicing fees in connection with sales of the Company’s common stock in the Offering. The Company accrues the full amount of the future stockholder servicing fees payable to the Dealer Manager for Class S, Class T, and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.

In connection with the launch of the DST Program, Brookfield Real Estate Exchange LLC, (the “DST Sponsor”), the Dealer Manager and, solely with respect to its obligations with respect to the investor servicing fee, the Operating Partnership, entered into a DST dealer manager agreement (the “DST Dealer Manager Agreement”), pursuant to which the Dealer Manager serves as the dealer manager for the DST Offerings on a “best efforts” basis. The DST Sponsor is a wholly owned subsidiary of the Company. Under the DST Dealer Manager Agreement, each DST will pay the Dealer Manager upfront selling commissions of up to 5.0% of the total cash purchase price paid per DST Interest sold, upfront dealer manager fees of up to 1.0% of the total cash purchase price paid per DST Interest sold, and placement fees in an amount up to 1.0% of the total cash purchase price paid per DST Interest sold. Additionally, each DST will pay to the Dealer Manager an ongoing investor servicing fee of up to 0.25% per annum of the total cash purchase price paid for the DST Interests sold in the applicable DST Offering.

The Operating Partnership will pay the Dealer Manager, solely with respect to Operating Partnership units issued in connection with the FMV Option in exchange for DST Interests and only until the fee limit (if any) set forth in the applicable agreement between the Dealer Manager and the participating distribution agent that sold such DST Interests in a DST Offering has been reached, an investor servicing fee equal to 0.85% per annum of the aggregate NAV for the applicable Class T-1 units, an investor servicing fee equal to 0.85% per annum of the aggregate NAV for the applicable Class S-1 units and an investor servicing fee equal to 0.25% per annum of the aggregate NAV for the applicable Class D-1 units. No investor servicing fee will be paid for Class I units. All or a portion of the selling commissions, dealer manager fees, and investor servicing fees may be reallowed to participating distribution agents, as set forth in the applicable agreement between the Dealer Manager and such participating distribution agent.

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Advanced Organization and Offering Costs

The Adviser and its affiliates advanced all of the Company’s organization and offering expenses (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) the Company reimburses the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company reimburses the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. The Company reimburses the Adviser for any organization and offering expenses that it incurs on the Company’s behalf as and when incurred after July 6, 2023.

Affiliate Line of Credit

In November 2021, the Company entered into the Affiliate Line of Credit, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. For further details on the Affiliate Line of Credit, see Note 9 — “Mortgage Loans, Secured Credit Facility and Affiliate Line of Credit” to the Company’s Consolidated Financial Statements.

Affiliate Loan to DST Property

In September 2024, the Company entered into a mortgage loan agreement with an affiliate of Brookfield. The loan is secured by a multifamily property that is part of the DST Program. Under the terms of the loan agreement, the Company borrowed an aggregate principal amount of $67.0 million at a fixed rate of 4.2% with a maturity date of September 30, 2034. For the three months ended March 31, 2025, the Company incurred $0.7 million in interest expense related to this loan.

Assignment of Limited Partnership Interest from Brookfield Affiliate

In February 2025, the Company entered into an assignment and assumption agreement with an affiliate of Brookfield, whereby the Company was assigned the Brookfield affiliate’s interest in a Brookfield managed-fund related to an investment in a portfolio of logistics properties (the “Diversified U.S. Logistics Portfolio”). In connection with the assignment, the Company was admitted as a limited partner to the fund through a parallel investment vehicle that indirectly holds an approximate 20% interest in the Diversified U.S. Logistics Portfolio with other third-party limited partners. The Company paid no consideration for the assignment of the interest in the investment, which included $7.4 million of undistributed realized gains related to property sales that occurred prior to the assignment to the Company. In connection with the assignment, the Company assumed the assignor’s future funding obligation to the fund related to the investment. The Company’s limited partnership interest is subject to the same rights as other limited partners in the fund, but is not subject to management and performance fees. As of March 31, 2025, the Brookfield-managed fund had not called any of the Company’s funding obligation related to the investment.

Real Estate-Related Loans and Securities Collateralized by Properties Owned by Brookfield Affiliates

The Company’s investments in real estate-related loans and securities include certain loans and securities collateralized by properties owned by other Brookfield-advised investment vehicles. The Company acquired such loans and securities from third parties on market terms. The Company has forgone all non-economic rights under these loans and securities, including voting rights, so long as the Brookfield-advised investment vehicles either owns the properties collateralizing the underlying loans or has an interest in a different part of the capital structure of such loan or security.

The following table details the Company’s investments in real estate-related related loans and securities collateralized by properties owned by Brookfield-advised investment vehicles ($ in thousands):


	Fair Value				Income
	As of		As of		Three Months Ended March 31,
	March 31, 2025		December 31, 2024		2025		2024
CMBS	$	8,991	$	—	$	109	$	—
Real estate-related loan	105,689		—		2,312		—
Total	$	114,680	$	—	$	2,421	$	—

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Brookfield Repurchase Arrangement

One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”) was issued shares of the Company’s common stock and Operating Partnership units in connection with its contribution of certain properties to the Operating Partnership on November 2, 2021. The Company and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”) pursuant to which the Company and the Operating Partnership will offer to repurchase shares of common stock or Operating Partnership units from the Brookfield Investor at a price per unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and Operating Partnership units that it owns if doing so would bring the value of its equity holdings in the Company and the Operating Partnership below $50.0 million. Pursuant to the terms of the Repurchase Arrangement, the Brookfield Investor may cause the Company to repurchase its shares and or the Operating Partnership to repurchase its Operating Partnership units (above the $50.0 million minimum), in an amount equal to the sum of (a) the amount available under the Company’s share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Offering and the Company’s private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to the Company’s share repurchase plan. The Company will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under the share repurchase plan is not repurchased. During the three months ended March 31, 2025, the Company and the Operating Partnership did not repurchase any shares or Operating Partnership units from the Brookfield Investor as part of the Brookfield Repurchase Arrangement. As of March 31, 2025, the aggregate value of the Brookfield Investor’s shares and units that are subject to the Brookfield Repurchase Arrangement was $156.7 million.

Brookfield Investor Subscriptions

On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to $83.0 million of Class E units of the Operating Partnership upon the request of the general partner of the Operating Partnership, of which the Company is the sole member. On December 1, 2021, the Brookfield Investor was issued 3,756,480 Class E units of the Operating Partnership in exchange for $45.0 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E units of the Operating Partnership in exchange for $38.0 million. On June 29, 2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E units and Class I shares.

On April 3, 2023, the Brookfield Investor was issued 756,475 Class I shares in the Public Offering in exchange for $10.0 million. On May 1, 2023, the Brookfield Investor was issued 617,909 Class I shares in the Public Offering in exchange for $8.0 million. The Class I shares held by the Brookfield Investor in connection with the Brookfield Subscription Agreement and subsequent subscriptions are not subject to the Brookfield Repurchase Arrangement, but the Brookfield Investor may request the Company repurchase its shares, in whole or in part, subject to the terms and conditions of the Company’s share repurchase plan. On December 31, 2024, the Brookfield Investor submitted a repurchase request for $7.1 million through the Company’s share repurchase plan, which was paid in January 2025.

Affiliate Service Provider Expenses

The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including any administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters.

The Company has engaged Brookfield Properties, a Brookfield affiliate, to provide operational services (including, without limitation, property management, leasing, and construction management) and corporate support services (including, without limitation, accounting and administrative services) for the Company and certain of its properties. The Company has also engaged Maymont Homes, a Brookfield affiliate, to provide operational services (including, without limitation, property management, renovation, leasing, and turnover and maintenance oversight) for the Company’s single-family rental properties.

The Company also reimburses Brookfield Properties, Maymont Homes and other Brookfield affiliates for corporate support and operating personnel expenses, including, but not limited to, employees who provide on-site maintenance, leasing, administrative and operational support services. Such employees may be fully dedicated or a shared resource amongst other investments. Employees’ compensation and expenses continue to be an expense of the affiliate, and if they are a shared resource, the affiliate allocates such expense to the Company according to their policies and procedures. Personnel expenses may include IT costs, HR support (i.e. payroll and benefits), rent and office services, basic financial services (i.e., account receivables, bank account administration), professional development, travel, professional fees and similar expenses.

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The following table summarizes the Company’s affiliate service provider expenses for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
	2025		2024
Property management fees(1)	$	861	$	755
Single-family rental leasing, maintenance and turnover oversight fees(1)	221		116
Capitalized construction management fees(2)	—		20

Reimbursed personnel costs(3)	2,148		1,677
Total	$	3,230	$	2,568


(1)			Included in Rental property operating expenses on the Company’s Consolidated Statements of Operations.
(2)			Included in Investments in real estate, net on the Company’s Consolidated Balance Sheets.
(3)			For the three months ended March 31, 2025, $1.6 million included in Rental property operating expenses and $0.5 million included in General and administrative expenses on the Company’s Consolidated Statements of Operations. For the three months ended March 31, 2024, $1.4 million included in Rental property operating expenses and $0.3 million included in General and administrative expenses on the Company’s Consolidated Statements of Operations.

Captive Insurance Company

BPG Bermuda Insurance Limited (“BAM Insurance Captive”), a Brookfield affiliate, provides property and liability insurance for certain of the Company’s properties. For the three months ended March 31, 2025 and 2024, the Company incurred an insignificant amount for insurance premiums provided by BAM Insurance Captive.

On March 31, 2023, Obsidian Mutual IC (“Obsidian”), a Brookfield affiliate, replaced BAM Insurance Captive in providing property insurance for certain of the Company’s properties. For the three months ended March 31, 2025, the Company incurred an insignificant amount for insurance premiums provided by Obsidian.

On March 15, 2024, Onyx Mutual Insurance IC (“Onyx”), a Brookfield affiliate, replaced BAM Insurance Captive in providing liability insurance for certain of the Company’s properties. For the three months ended March 31, 2025, the Company incurred an insignificant amount for insurance premiums provided by Onyx.

Affiliate Title Service Provider

Horizon Land Services (“Horizon”), a Brookfield affiliate, provides title insurance for certain of the Company’s properties. Horizon acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with the Company acquiring or financing its properties. For the three months ended March 31, 2025 and 2024, the Company incurred an insignificant amount for title services provided by Horizon.

Terrorism Insurance Provider

Liberty IC Casualty LLC, a Brookfield affiliate, provides terrorism insurance for certain of the Company’s properties. For the three months ended March 31, 2025 and 2024, the Company incurred an insignificant amount for insurance premiums provided by Liberty IC Casualty LLC.

Submetering Services

Certain of the Company’s properties sold submetering infrastructure and associated equipment to Metergy, a Brookfield affiliate. Sale proceeds earned by the Company for the three months ended March 31, 2025 and 2024 was zero. Metergy provides submetering services to certain of the Company’s properties. For the three months ended March 31, 2025 and 2024, the fee incurred by the Company was an insignificant amount.

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Due to Affiliates

The following table details the amounts due to affiliates as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025		December 31, 2024
Accrued stockholder servicing fee	$	16,232	$	17,451
Advanced organization and offering costs	6,798		7,014
Stock repurchase payable to the Adviser for management fees	2,615		2,742
Other(1)	2,564		1,908
Accrued management fee	1,042		867
Accrued affiliate service provider expenses	987		1,227
OP Units distributions payable	1,698		1,674
Total	$	31,936	$	32,883


(1)			Represents costs advanced by the Adviser and the Sub-Adviser on behalf of the Company for general corporate expenses provided by unaffiliated third parties.

11. Stockholders’ Equity and Redeemable Non-controlling Interests

Authorized Capital

On April 30, 2018, the SEC declared effective the Company’s registration statement on Form S-11 for the Initial Public Offering. On November 2, 2021, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for the Public Offering of up to $6.0 billion in shares in its primary offering and up to $1.5 billion in shares pursuant to its distribution reinvestment plan. The Initial Public Offering terminated upon the commencement of the Public Offering. Pursuant to the Public Offering, the Company is offering to sell any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Company is also offering Class I, Class C and Class E shares in private offerings exempt from registration. Other than the differences in upfront selling commissions, dealer manager fees, ongoing stockholder servicing fees, management fees and performance fees, each class of common stock has the same economic and voting rights.


Classification	No. of Authorized Shares (in thousands)	Par Value Per Share
Preferred stock	50,000	$	0.01
Class S common stock	225,000	$	0.01
Class I common stock	250,000	$	0.01
Class T common stock	225,000	$	0.01
Class D common stock	100,000	$	0.01
Class C common stock	100,000	$	0.00
Class E common stock	100,000	$	0.00
	1,050,000

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Common Stock

The following table details the movement in the Company’s outstanding shares of common stock for the three months ended March 31, 2025 (in thousands):


	Three Months Ended March 31, 2025
	Class S	Class I	Class D	Class T	Class C	Class E	Total
December 31, 2024	27,817	14,215	127	—	8,262	1,382	51,803
Common stock issued(1)	262	18,650	30	15	—	19	18,976
Distribution reinvestment	211	87	—	—	—	17	315

Common stock repurchased	(1,116)	(1,215)	(9)	—	(927)	(66)	(3,333)
March 31, 2025	27,174	31,737	148	15	7,335	1,352	67,761


(1)			Includes conversions between share classes.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.

Each class of the Company’s common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fees, management fees and performance fees, which are deducted from the monthly distribution per share.

The following table details the aggregate net distributions declared for each applicable class of common stock for the three months ended March 31, 2025:

Three Months Ended March 31, 2025


	Three Months Ended March 31, 2025
	Class S		Class I		Class D		Class T		Class C		Class E
Aggregate gross distributions declared per share of common stock	$	0.2134	$	0.2134	$	0.2134	$	0.1421	$	0.2134	$	0.2134
Stockholder servicing fee per share of common stock	(0.0226)		—		(0.0068)		(0.0149)		—		—
Management fee per share of common stock	(0.0336)		(0.0340)		(0.0343)		(0.0226)		(0.0331)		—

Net distributions declared per share of common stock	$	0.1572	$	0.1794	$	0.1723	$	0.1046	$	0.1803	$	0.2134

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan whereby stockholders will have their cash distributions attributable to the shares they own automatically reinvested in additional shares of common stock; provided, however, that clients of certain participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan and stockholders that are residents of certain states that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to participate in the distribution reinvestment plan. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. During the three months ended March 31, 2025 and 2024, $3.4 million and $8.9 million of distributions were reinvested for 315,093 and 751,535 shares of common stock, respectively.

Non-controlling Interests Attributable to Preferred Shareholders

Certain subsidiaries of the Company have elected to be treated as REITs for U.S. federal income tax purposes. These subsidiaries have issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement

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that REITs have at least 100 shareholders. The preferred shares have a price of $1,000 and an annual dividend payable ranging between 12.0% and 12.5%. As of March 31, 2025, there were $625,000 of preferred non-voting shares outstanding.

Redeemable Non-controlling Interests

The Brookfield Investor holds Class E and Class I units of the Operating Partnership in connection with its contribution of certain properties to the Operating Partnership on November 2, 2021 and subsequent cash contributions to the Operating Partnership pursuant to the Brookfield Subscription Agreement. Because the Brookfield Investor has the ability to redeem its Operating Partnership units for shares of common stock or cash, subject to certain restrictions, the Company has classified the units held by the Brookfield Investor as Redeemable non-controlling interest in mezzanine equity on the Company’s Consolidated Balance Sheets. The Redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period.

The following table summarizes the Redeemable non-controlling interest activity for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31,
	2025		2024
Balance at beginning of the period	$	302,743	$	933



GAAP net income (loss) allocation	810		(3)
Distributions	(5,069)		(17)
Distributions reinvested	5,045		17
Fair value allocation	(7,455)		(16)
Ending balance	$	296,074	$	914

Share Repurchase Plan

The Company has adopted a share repurchase plan, whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchase all or any portion of their shares. Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other illiquid investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Company’s board of directors may modify and suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its stockholders.

In addition, the total amount of shares that the Company will repurchase is limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) is no more than 2% of its aggregate NAV attributable to its stockholders as of the last day of the previous calendar month and, in any calendar quarter, to shares whose aggregate value is no more than 5% of its aggregate NAV attributable to its stockholders as of the last day of the previous calendar quarter. The Company measures the repurchase limitations based on net repurchases during a month or quarter. The term “net repurchases” means, during the applicable period, the excess capital outflows over capital inflows. The term “capital outflows” means share repurchases under the Company’s share repurchase plan in a given period. The term “capital inflows” means proceeds from share subscriptions received in a given period that are accepted as of the first calendar day of the next month, plus purchases pursuant to the Company’s distribution reinvestment plan. For any given calendar quarter, the maximum amount of repurchases during that quarter will be equal to (1) 5% of the aggregate NAV attributable to the Company’s stockholders as of the last calendar day of the previous calendar quarter, plus (2) capital inflows during such calendar quarter. The same would apply for a given month, except that repurchases in a month would be subject to the 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis.

With respect to future periods, the Company’s board of directors may choose whether the limitations will be applied to “gross repurchases” rather than to net repurchases. If repurchases for a given month or quarter are measured on a gross basis rather than on a net basis, the repurchase limitations would limit the amount of shares repurchased in a given month or quarter without regard to any capital inflows for that month or quarter. In order for the Company’s board of directors to change the application of the limitations from net repurchases to gross repurchases or vice versa, the Company will provide notice to stockholders in a prospectus supplement or special or periodic report filed by the Company, as well as in a press release or on the Company’s website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to

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measure repurchases on a gross basis or net basis will only be made for an entire quarter, and not particular months within a quarter.

The monthly and quarterly repurchase limits exclude shares repurchased from the Adviser that were issued as payment of management or performance fees. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis. 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.

Shares are repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year are repurchased at 98% of the transaction price.

During the three months ended March 31, 2025 and 2024, the Company repurchased 3,087,756 and 4,399,683 shares of common stock representing a total of $33.2 million and $50.9 million, respectively, under its share repurchase plan.

The Company satisfied all repurchase requests during the three months ended March 31, 2025 and 2024.

12. Commitments and Contingencies

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2025, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

The Company may, from time to time, enter into payment guarantees related to mortgage loans at its investments in unconsolidated entities. As of March 31, 2025, the Company has a payment guarantee of $1.6 million.

The Company has an unfunded loan commitment related to an investment in a real estate-related loan. As of March 31, 2025, the unfunded portion of the loan was $13.3 million

The Company has an unfunded capital commitment obligation related to its limited partnership interest in the Diversified U.S. Logistics Portfolio. As of March 31, 2025, the Company’s future capital funding requirement is estimated to be approximately $53.0 million.

13. Leases

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s rental housing, office, logistics, and net lease properties. Leases at the Company’s office, logistics, and net lease properties generally include a fixed base rent and certain leases also contain a variable component. The variable component of the Company’s operating leases at its office, logistics, and net lease properties primarily consist of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. Rental revenue earned from leases at the Company’s rental housing properties primarily consist of a fixed base rent and certain leases contain a variable component that allows for the pass-through of certain operating expenses such as utilities.

The following table details the components of operating lease income from leases in which the Company is the lessor for the periods set forth below ($ in thousands):


	Three Months Ended March 31,
	2025		2024
Fixed lease payments	$	30,647	$	28,913
Variable lease payments	2,308		1,943
Total rental revenues	$	32,955	$	30,856

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The following table details the undiscounted future minimum rents the Company expects to receive for its logistics, net lease, and office properties as of March 31, 2025. The table below excludes the Company’s rental housing properties as substantially all leases are shorter term in nature ($ in thousands):


Year	Future Minimum Rents
2025 (remaining)	$	20,513
2026	26,750
2027	26,279
2028	25,316
2029	23,484
2030	22,293
Thereafter	80,689
Total	$	225,324

14. Segment Reporting

As of March 31, 2025, the Company operates in six reportable segments: multifamily/student housing, single-family rental, office, logistics, net lease and real estate-related loans and securities. Student housing has been combined with multifamily as the student housing investment does not meet materiality thresholds for a separate reportable segment. The Company continually evaluates the financial information used by the Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM receives periodic reporting summarizing the Company’s portfolio of investments and related performance. These reports include information on the Company’s allocation of assets by sector and investment type. The sectors identified in these reports are: multifamily, student housing, single-family rental, net lease, office, logistics, and real estate-related loans and securities. The CODM uses segment net operating income (“NOI”) as the primary financial measure when reviewing the portfolio performance. Segment NOI is defined by the Company as total property revenue less direct property expenses plus income from real estate-related securities adjusted for any losses from real estate-related securities.

Effective December 31, 2024, single-family rental was established as a new reportable segment. Previously, these investments were reported under the rental housing segment. However, the single-family rental portfolio has grown due to acquisitions and the Company has determined the single-family rental portfolio meets the materiality threshold for reporting. Additionally, the rental housing segment has been renamed multifamily. Prior periods have been recast to reflect these changes.

Effective March 31, 2025, the Company allocated Gain from unconsolidated entities by segment as a component of segment net operating income. The Company’s unconsolidated entities own real estate properties that operate in the Company’s reportable segments, and the CODM evaluates the performance of the underlying properties by segment in aggregate with the Company’s consolidated investments. Prior periods have been recast to reflect these changes.

The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.

The following table sets forth the Company’s assets by segment ($ in thousands):


	March 31, 2025		December 31, 2024
Multifamily/Student Housing	$	1,002,207	$	1,008,812
Office	35,688		33,695
Logistics	111,298		104,330
Single-family rental	181,700		183,510
Net Lease	411,449		413,130
Real estate-related loans and securities	190,151		71,505
Total assets for reportable segments	1,932,493		1,814,982
Other (Corporate)	73,616		6,281
Total assets	$	2,006,109	$	1,821,263

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The following table sets forth the financial results by segment for the three months ended March 31, 2025 ($ in thousands):


	Multifamily/Student Housing		Office		Logistics		Single-Family Rental		Net Lease		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	20,803	$	1,456	$	1,970	$	3,526	$	5,200	$	—	$	32,955
Other revenues	2,379		2		3		170		11		—		2,565
Total revenues	23,182		1,458		1,973		3,696		5,211		—		35,520

Expenses:
Rental property operating	9,295		790		536		1,891		1,109		—		13,621
Total expenses	9,295		790		536		1,891		1,109		—		13,621
Income from real estate-related loans and securities	$	—	$	—	$	—	$	—	$	—	$	4,089	$	4,089
Gain from unconsolidated entities	—		—		7,762		—		1,356		—		9,118
Segment net operating income	$	13,887	$	668	$	9,199	$	1,805	$	5,458	$	4,089	$	35,106

Other income, net													$	220


Depreciation and amortization													(13,135)
General and administrative expenses													(1,544)
Management fee													(3,191)


Interest expense													(14,525)
Net income													$	2,931
Net income attributable to non-controlling interests in third party joint ventures													$	(120)

Net income attributable to redeemable non-controlling interests													(810)
Net income attributable to stockholders													$	2,001

The following table sets forth the financial results by segment for the three months ended March 31, 2024 ($ in thousands):


	Multifamily/Student Housing		Office		Logistics		Single-Family Rental		Net Lease		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	18,597	$	2,551	$	2,029	$	2,501	$	5,178	$	—	$	30,856
Other revenues	2,118		135		—		95		10		—		2,358
Total revenues	20,715		2,686		2,029		2,596		5,188		—		33,214

Expenses:
Rental property operating	8,259		1,445		553		1,139		978		—		12,374
Total expenses	8,259		1,445		553		1,139		978		—		12,374
Income from real estate-related loans and securities	$	—	$	—	$	—	$	—	$	—	$	7,058	$	7,058
Gain from unconsolidated entities	—		—		—		—		733		—		733
Segment net operating income	$	12,456	$	1,241	$	1,476	$	1,457	$	4,943	$	7,058	$	28,631

Other income, net													$	2,153
Depreciation and amortization													(12,762)
General and administrative expenses													(2,214)
Management fee													(2,995)


Interest expense													(16,327)
Net loss													$	(3,514)
Net loss attributable to non-controlling interests in third party joint ventures													$	203

Net loss attributable to redeemable non-controlling interests													3
Net loss attributable to stockholders													$	(3,308)

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15. Subsequent Events

In April 2025, the Company entered into a credit facility secured by the Company’s single-family rental properties. The facility has a total capacity of $185.0 million and an initial advance of $109.3 million. The facility is floating rate and has a three-year term with a one-year extension option. In connection with the financing, the Company repaid $107.5 million on the Secured Credit Facility.

In May 2025, the Company entered into a $62.0 million mortgage loan secured by five logistics properties. The loan is floating rate and has a five-year term. In connection with the financing, the Company repaid $37.0 million on the Secured Credit Facility.

In May 2025, the Company amended the Secured Credit Facility to extend the maturity date to May 2026 with a one-year extension option and amended the total capacity to $250.0 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to the “Company,” “Brookfield REIT,” “we,” “us,” or “our” refer to Brookfield Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Terms used and not defined herein have the meanings set forth elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q that are not historical facts, particularly those in the section entitled “Recent Developments – Business Outlook” and “Liquidity and Capital Resources”, are based on our current expectations, estimates, projections, opinions, and/or beliefs. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Investors should not rely on these statements as if they were fact. Certain information contained in this Quarterly Report on Form 10-Q constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” “forecast,” or “believe” or the negatives thereof or other variations thereon or other comparable terminology. Due to various risks and uncertainties, including those described under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and under Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q and elsewhere in this Quarterly Report on Form 10-Q, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. We do not undertake to revise or update any forward-looking statements.

Overview

We are a Maryland corporation formed on July 27, 2017 to invest in commercial real estate assets. We seek to invest in well- located, high quality real estate properties that generate strong current cash flow and could further appreciate in value through our proactive, best-in-class asset management strategies. Our real estate-related debt strategy seeks to achieve high current income and superior risk-adjusted returns, as well as provide a source of liquidity.

We are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Ltd. (together with its affiliates, “Brookfield”). We are structured as an umbrella partnership real estate investment trust (“UPREIT”), which means that we own substantially all of our assets through our operating partnership, Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”), a Delaware limited partnership, of which we are the sole general partner.

We are conducting a continuous public offering (the “Offering”) of Class S, Class T, Class D and Class I shares of our common stock pursuant to the Securities Act of 1933, as amended (the “Securities Act”). On April 30, 2018, we launched our initial public offering of up to $2.0 billion in shares of our common stock (the “Initial Public Offering”). On November 2, 2021, the Initial Public Offering terminated, and we commenced our second public offering of up to $7.5 billion in shares of our common stock in any combination of purchases of Class S, Class T, Class D and Class I shares of our common stock (the “Public Offering”). On October 23, 2024, we filed a new registration statement for our third public offering of up to $7.5 billion in shares of our common stock, which has yet been declared effective.

In addition to the Public Offering, we are conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S promulgated thereunder. We are also offering Class E shares to Brookfield and its affiliates, certain of Brookfield’s and Oaktree’s employees, and our independent directors in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation D promulgated thereunder. As of May 13, 2025, we have received cumulative net proceeds of $1.1 billion, including proceeds received pursuant to our distribution reinvestment plan, from the sale of shares of our Class S, Class D, Class I, Class E, Class C and Class T common stock in our Offering and our private offerings.

On January 1, 2025, we issued unregistered shares of Class I common stock to an institutional investor in exchange for a $200 million subscription. The issuance was made at the same transaction price as Class I shares sold through the Offering as of January 1, 2025, with fees consistent with existing Class I stockholders. Brookfield entered into a separate agreement with the investor pursuant to which Brookfield will support a specified total annual return on the investor’s investment in our Class I shares in the form of periodic cash payments, subject to certain limits. In exchange, the investor has agreed not to request the

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repurchase of its shares, subject to limited exceptions, for a period of five years from the issuance date, at which point the investor may request that we repurchase its shares through our share repurchase plan ratably over a two-year period.

We qualified as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2019, and we generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

As of March 31, 2025, we owned and operated 19 investments in real estate and held investments in three unconsolidated interests in real estate joint ventures, four real estate-related loans, 37 short-term real estate-related securities and two interest rate derivatives related to our investments in real estate-related securities. We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from owning properties or real estate-related loans.

DST Program

On October 1, 2024, we initiated, through the Operating Partnership, a program (the “DST Program”) to issue and sell up to a maximum aggregate offering amount of $1.0 billion of beneficial interests (“DST Interests”) in specific Delaware statutory trusts (“DSTs”) holding one or more real properties (each, a “DST Property” and, collectively, the “DST Properties”). 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 one or more offerings (the “DST Offerings”). Under the DST Program, each DST Property will be sourced from our real properties or from third parties, which will be held in a DST and subsequently leased by one of our wholly owned subsidiaries in accordance with a certain master lease agreement. Each master lease agreement will be guaranteed by the Operating Partnership, which will hold a fair market value option (the “FMV Option”), giving it the right, but not the obligation, to acquire the DST Interests in the applicable DST from the investors in exchange for Operating Partnership units or cash, at the Operating Partnership’s discretion. Such FMV Option shall be exercisable during a one-year option period, beginning two years following the sale of the last DST Interest in any such DST Offering. The Operating Partnership, in its sole and absolute discretion, may assign its rights in the FMV Option to a subsidiary, an affiliate, a successor entity to the Operating Partnership or the acquirer of a majority of the Operating Partnership’s assets. After a one-year holding period, investors who acquire Operating Partnership units pursuant to the FMV Option generally have the right to cause the Operating Partnership to redeem all or a portion of their Operating Partnership units for, at our sole discretion, shares of our common stock, cash, or a combination of both.

We expect that the DST Program will give us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking like-kind replacement properties to complete tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). Affiliates of the Adviser have provided and may continue to provide mortgage financing with respect to certain DST Properties and are expected to receive fees in connection with the sale of the DST Interests and the management of the DSTs. We intend to use the net offering proceeds from the DST Program to make investments in accordance with our investment strategy and policies, reduce our borrowings, repay indebtedness, fund the repurchase of shares of all classes of our common stock under our share repurchase plan and for other corporate purposes. We have not allocated specific amounts of the net proceeds from the DST Program for any specific purpose. As of March 31, 2025, we have raised approximately $26.3 million of aggregate gross proceeds from our DST Program.

Recent Developments

Business Outlook

Real estate fundamentals continue to remain strong in most sectors and property valuations have generally stabilized after a prolonged period of volatility. Inflation in the United States has decreased significantly since its peak in 2022 and a further decline of interest rates should create favorable conditions for private real estate going forward.

The recent uncertainty regarding U.S. trade policy has had broader macroeconomic implications, contributing to increased volatility in public markets. While the potential impact of tariffs on real estate is still uncertain, high-quality properties with strong operating cash flows and stable occupancy should remain resilient through a period of instability. Additionally, rising construction costs are expected to limit development and new supply going forward, which should provide further tailwinds for private real estate investment.

We believe we are well-positioned to capitalize on these opportunities going forward, with no unsatisfied repurchase requests and approximately $430 million of total liquidity as of March 31, 2025.

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, and elsewhere in this Quarterly Report on Form 10-Q for additional disclosure relating to material trends or uncertainties that may impact our business.

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Q1 2025 Highlights

Operating and Capital Raising Results:

•Year-to-date total returns through March 31, 2025, excluding upfront selling commissions, were -2.40% for Class S shares, -2.19% for Class I shares, -2.38% for Class T shares, and -2.22% for Class D shares. Negative year-to-date performance is primarily attributable to valuation decreases at certain properties due to adjusting capitalization rates to reflect recent comparable transactions. Total return is calculated as the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any net distributions per share declared in the period. Management believes total return is a useful measure of the overall performance of our shares.

•Annualized total returns from inception through March 31, 2025, excluding upfront selling commissions, were 5.50% for Class S, 6.54% for Class I, -2.38% for Class T shares, and -3.08% for Class D shares. Since inception returns for Class D shares are calculated from June 1, 2022, the date the first Class D shares were issued. Since inception returns for Class T shares are calculated from February 1, 2025, the date the first Class T shares were issued.

•Raised $205.5 million of gross proceeds from the sale of our common stock through public and private offerings during the three months ended March 31, 2025.

•Declared monthly net distributions totaling $12.0 million during the three months ended March 31, 2025. As of March 31, 2025, the annualized net distribution rate was 5.93% for Class S shares, 6.71% for Class I shares, 5.80% for Class T shares, and 6.38% for Class D shares.

•Reinvested distributions of $3.4 million during the three months ended March 31, 2025.

Investing and Financing Activity:

•In January 2025, we acquired a position in a mezzanine loan secured by real estate with a principal balance of a $99.9 million ($119.0 million fully funded). The loan was acquired at par and has an interest rate of SOFR plus 8.00%. The maturity date of the loan is December 2025, with a one-year extension option.

•In February 2025, we acquired a 20% interest in the Diversified U.S. Logistics Portfolio, a portfolio of 72 logistics properties located in ten major U.S. markets, through a limited partnership interest in a private fund that owns the investment. In connection with the transaction, we assumed a future funding obligation to the private fund of up to $53.0 million. As of March 31, 2025, we had not funded any capital related to this investment.

•In February 2025, we refinanced a property mortgage at Lakes at West Covina for a five-year term with a principal amount of $23.7 million and a fixed interest rate of 7.3%.

•As of March 31, 2025, our leverage ratio was 46.9%. Our leverage ratio is calculated by dividing (i) the consolidated property-level and entity-level debt, excluding any third-party interests in such debt, net of cash, loan-related restricted cash, and trading securities by (ii) the gross asset value of real estate equity investments (calculated using the greater of fair value and cost of gross real estate assets), excluding any third-party interests in such investments, plus our equity in real estate-related debt investments. There is no indebtedness on our real estate-related debt investments. The leverage ratio would be higher if our pro rata share of debt within our unconsolidated investment was included in the calculation.

Current Portfolio:

•As of March 31, 2025, our investment portfolio, based on the NAV of our investments, consisted of 76% real estate properties and 24% real estate-related loans and securities. NAV is measured as the fair value of our investments less any mortgages or debt obligations related to such investments. There is no indebtedness on our real estate-related debt investments.

•Our real estate properties as of March 31, 2025, based on the total asset value of our properties measured at fair value, consisted of multifamily (49%), logistics (17%), net lease (15%), single-family rental (11%), student housing (6%) and office (2%).

•As of March 31, 2025, our real estate-related loans and securities consisted of 43 investments with an aggregate fair value of $190.6 million.

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Portfolio

Investments in Real Estate

The following table provides information regarding our portfolio of real estate properties as of March 31, 2025 ($ in millions):


Investment(1)	Location	Property Type	Acquisition Date	Ownership Percentage(2)	Purchase Price(3)		Square Feet/ Number of Units	Occupancy Rate(4)
Anzio Apartments	Atlanta, GA	Multifamily	April 2019	90%	$	59.2	448	86%
Arbors of Las Colinas	Dallas, TX	Multifamily	December 2020	90%	63.5		408	91%
1110 Key Federal Hill	Baltimore, MD	Multifamily	September 2021	100%	73.6		224	96%
Domain	Orlando, FL	Multifamily	November 2021	100%	74.1		324	91%
The Burnham	Nashville, TN	Multifamily	November 2021	100%	129.0		328	98%
Flats on Front	Wilmington, NC	Multifamily	December 2021	100%	97.5		273	95%
Verso	Beaverton, OR	Multifamily	December 2021	100%	74.0		172	89%
2626 South Side Flats	Pittsburgh, PA	Multifamily	January 2022	100%	90.0		264	94%
The Parker at Huntington Metro(5)	Alexandria, VA	Multifamily	March 2022	100%	136.0		360	94%
Briggs + Union	Mount Laurel, NJ	Multifamily	April 2022	100%	158.0		490	95%
Single-Family Rentals	Various	Single-Family Rental	Various	100%	178.5		667	90%
Reflection	Atlanta, GA	Student Housing	June 2024	97%	116.0		741	79%
Principal Place(6)	London, UK	Net Lease	November 2021	20%	99.8		644,000	100%
DreamWorks Animation Studios	Glendale, CA	Net Lease	December 2021	100%	326.5		497,000	100%
Lakes at West Covina	Los Angeles, CA	Office	February 2020	95%	41.0		177,000	97%
6123-6227 Monroe Ct	Morton Grove, IL	Logistics	November 2021	100%	17.2		208,000	100%
8400 Westphalia Road	Upper Marlboro, MD	Logistics	November 2021	100%	27.0		100,000	100%
McLane Distribution Center	Lakeland, FL	Logistics	November 2021	100%	26.7		211,000	100%
2003 Beaver Road	Landover, MD	Logistics	February 2022	100%	9.4		38,000	100%
187 Bartram Parkway	Franklin, IN	Logistics	February 2022	100%	28.8		300,000	100%
Diversified U.S. Logistics Portfolio(7)	Various	Logistics	February 2025	20%	—		9,384,444	95%
Total					$	1,825.8


(1)			Investments in real estate properties includes our consolidated property investments and our unconsolidated investment in Principal Place.
(2)			The joint venture agreements entered into by us (other than the Principal Place joint venture) provide the other partner a profits interest based on achieving certain internal rate of return hurdles. Such investments are consolidated by us and any profits interest due to the other partners is reported within non-controlling interests.
(3)			Excludes acquisition costs.
(4)			For multifamily and student housing investments, occupancy represents the percentage of all leased units divided by the total available units as of March 31, 2025. Single-family rentals occupancy represents all occupied homes divided by the total stabilized homes as of the date indicated. For office, net lease and logistics investments, occupancy represents the percentage of all leased square footage divided by the total available square footage as of March 31, 2025.
(5)			Held through our DST Program. The property has been consolidated on our Consolidated Balance Sheets and any profits interest due to the third-party investors in the DST Program are reported within Non-controlling interests in consolidated joint ventures.
(6)			Purchase price represents our initial equity investment in the joint venture of £73.3 million GBP converted to USD using the spot rate on the acquisition date.
(7)			Held through a limited partnership interest in a Brookfield-managed fund that owns the investment. Purchase price represents the aggregate amount of capital funded to the limited partnership by us. As of March 31, 2025, the Brookfield-managed fund had not called any capital related to the investment.

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Investments in Real Estate-Related Loans and Securities

The following table details our investments in real estate-related loans and securities as of March 31, 2025 ($ in thousands):


	March 31, 2025
Type of Loan/Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis/Allowance Adjustment		Carrying Amount
Investments held at fair value
CMBS - floating	9	SOFR+3.73%	November 2026	$	37,328	$	34,156	$	34,259
CMBS - fixed	4	4.56%	November 2026	23,413		20,650		5,784
RMBS - floating	1	SOFR+2.15%	October 2035	2,600		2,600		2,600
RMBS - fixed	23	5.57%	August 2026	28,852		28,102		28,607
Real estate-related loans - floating	1	SOFR+8.00%	December 2025	105,689		105,689		105,689
Interest rate swaps	2	4.40%	September 2026	—		—		188
Total investments held at fair value	40	9.55%	June 2026	$	197,882	$	191,197	$	177,127

Investments held at amortized cost
Real estate-related loans - floating	1	SOFR+8.15%	June 2026	$	7,044	$	—	$	7,044
Real estate-related loans - fixed	2	10.00%	December 2025	8,872		(2,892)		5,980
Total investments held at amortized cost	3	11.09%	February 2026	15,916		(2,892)		13,024

Total investments in real estate-related loans and securities	43	9.67%	June 2026	$	213,798	$	191,197	$	190,151


(1)			As of March 31, 2025 SOFR was equal to 4.41%.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

Lease Expirations

The following table details the expiring leases at our consolidated office, logistics, and net lease properties by annualized base rent and square footage as of March 31, 2025 ($ and square feet data in thousands). The table below excludes our multifamily, student housing and single-family rental properties as substantially all leases at such properties expire within 12 months.


Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring		Square Feet	% of Total Square Feet Expiring

2025 (remaining)	8	$	779	3	%	22	1	%
2026	6	1,561		6	%	67	4	%
2027	6	762		3	%	46	3	%
2028	10	1,634		6	%	76	5	%
2029	10	2,028		7	%	178	12	%
2030	9	1,558		6	%	113	8	%
2031	3	572		2	%	16	1	%
2032	1	1,366		5	%	211	14	%
2033	2	109		—	%	3	—	%
2034	1	1,467		5	%	300	20	%
Thereafter	2	15,517		57	%	467	32	%
Total	58	$	27,353	100	%	1,499	100	%


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

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Results of Operations

The following table sets forth information regarding our consolidated results of operations ($ in thousands):


	Three Months Ended March 31,			Change
		2025		2024		$
Revenues
Rental revenues		$	32,955	$	30,856	$	2,099
Other revenues		2,565		2,358		207
Total Revenues		35,520		33,214		2,306
Expenses
Rental property operating		13,621		12,374		1,247
General and administrative		1,544		2,214		(670)
Management fee		3,191		2,995		196

Depreciation and amortization		13,135		12,762		373
Total Expenses		31,491		30,345		1,146
Other Income (Expense)
Income from real estate-related loans and securities		4,089		7,058		(2,969)
Interest expense		(14,525)		(16,327)		1,802

Gain from unconsolidated entities		9,118		733		8,385
Other income, net		220		2,153		(1,933)
Total Other Income (Expense)		(1,098)		(6,383)		5,285
Net Income (Loss)		$	2,931	$	(3,514)	$	6,445
Net (income) loss attributable to non-controlling interests in consolidated joint ventures		$	(120)	$	203	$	(323)

Net (income) loss attributable to redeemable non-controlling interests		(810)		3		(813)
Net Income (Loss) Attributable to Brookfield REIT Stockholders		$	2,001	$	(3,308)	$	5,309
Per common share data:
Net income (loss) per share of common stock - basic and diluted		$	0.03	$	(0.04)	$	0.07

Revenues

Revenues primarily consist of base rent arising from tenant leases at our multifamily, student housing, single-family rental, net lease, office and logistics properties. During the three months ended March 31, 2025, revenues increased $2.3 million to $35.5 million compared to the three months ended March 31, 2024. The increase was primarily due to incremental rental revenue generated from properties acquired during 2024, as well as rental revenue growth at certain single-family rental properties. The increase was partially offset by decreased rental revenues attributable to the sale of an office property in September 2024.

The components of revenue during these periods are as follows ($ in thousands):


	Three Months Ended March 31,			Change
		2025		2024		$
Rental revenue		$	30,601	$	28,608	$	1,993
Tenant reimbursements		2,354		2,248		106
Ancillary income and fees		2,565		2,358		207
Total revenues		$	35,520	$	33,214	$	2,306

Rental property operating expenses

Rental property operating expenses consist of the costs of ownership and operation of our real estate properties, including real estate taxes, repairs and maintenance expenses, utilities, property management fees, and insurance expenses. During the three months ended March 31, 2025, rental property operating expenses increased $1.2 million to $13.6 million compared to the three

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months ended March 31, 2024. The increase is primarily due to the rise in operating expenses attributable to acquisition activity in 2024, partially offset by the sale of an office property in September 2024.

General and administrative expenses

General and administrative expenses are corporate-level expenses that relate mainly to our compliance and administration costs, including legal fees, audit fees, professional tax fees, valuation fees, board of director fees and other professional fees. During the three months ended March 31, 2025, general and administrative expenses decreased $0.7 million to $1.5 million compared to the three months ended March 31, 2024. The decrease in general and administrative expenses for the three months ended was primarily driven by a decrease in professional fees and income tax expense.

Management fee

Management fees are earned by our Adviser for providing services pursuant to the Advisory Agreement. During the three months ended March 31, 2025, management fees increased $0.2 million to $3.2 million compared to the three months ended March 31, 2024. Management fees are calculated based on our aggregate NAV of Class S, Class I, Class T, Class D, and Class C shares and Class I units of the Operating Partnership (no management fees are paid on Class E shares or units) and are paid monthly. The increase in management fees for three months ended March 31, 2025, compared to the corresponding period in the prior year was due to a higher average NAV during the current period.

Depreciation and amortization

During the three months ended March 31, 2025, depreciation and amortization increased $0.4 million to 13.1 million compared to the three months ended March 31, 2024. The increase is attributable to a larger asset base as a result of acquisition activity, partially offset by routine asset retirements and the disposition of an office asset.

Income from real estate-related loans and securities

During the three months ended March 31, 2025, income from real estate-related loans and securities decreased $3.0 million to $4.1 million compared to the three months ended March 31, 2024. The decrease is primarily attributable to a decline in interest income due to sales of real estate-related securities, partially offset by an increase in interest income from real estate-related loans resulting from purchases during the current period.

Interest expense

Interest expense is primarily related to interest incurred on our mortgage loans, a credit agreement with a lender secured by certain of our properties (the “Secured Credit Facility”) and an uncommitted line of credit from an affiliate of Brookfield (the “Affiliate Line of Credit”). Interest expense decreased $1.8 million to $14.5 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is attributable to the extinguishment of debt through the sale of an office property in 2024, as well as the refinancing of another obligation at a lower interest rate. As of March 31, 2025, our weighted average cost of leverage, including the impact of our interest rate derivatives, was 5.07%, compared to 5.78% as of March 31, 2024.

Gain from unconsolidated entities

Gain from unconsolidated entities consists of changes in the fair value of our investments in unconsolidated entities that are held at fair value, as well as realized and unrealized gains and losses on our foreign currency swap contracts related to our unconsolidated non-U.S. investment in Principal Place. During the three months ended March 31, 2025 there were gains of $9.1 million from unconsolidated entities. During the three months ended March 31, 2024 there were gains of $0.7 million from unconsolidated entities. The increase was primarily due to the change in the fair value of our unconsolidated interest in the Diversified U.S. Logistics Portfolio resulting from undistributed gains from the sale of properties within the portfolio.

Other income, net

Other income, net consists of realized and unrealized gains and losses on our interest rate derivatives and income from our trading securities. During the three months ended March 31, 2025, other income decreased $1.9 million to $0.2 million compared to the three months ended March 31, 2024. The decrease is primarily due to realized gains on our interest rate derivatives in 2024, partially offset by the unrealized gain on changes to the fair value of our interest rate derivatives.

Net (income) loss attributable to redeemable non-controlling interests

Net (income) loss attributable to redeemable non-controlling interests was $0.8 million for the three months ended March 31, 2025 and less than $0.1 million for the three months ended March 31, 2024. The income or loss allocable to redeemable non-controlling interests is related to interests held in the Operating Partnership by parties other than us. The change from the prior period was due to an increase in redeemable non-controlling interests issued during the year ended December 31, 2024.

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Reimbursement by the Adviser

Pursuant to the Advisory Agreement, the Adviser will reimburse us for any expenses that cause our Total Operating Expenses (as defined in our charter) in any four consecutive fiscal quarters to exceed the greater of: (i) 2% of our Average Invested Assets or (ii) 25% of our Net Income (each as defined in our charter) (the “2%/25% Limitation”). For the four consecutive quarters ended March 31, 2025, our Total Operating Expenses did not exceed the 2%/25% Limitation.

Liquidity and Capital Resources

Our primary needs for liquidity are to fund investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay our offering and operating expenses, to fund capital expenditures at our properties and to pay debt service on our outstanding indebtedness. We may also have future funding obligations related to loan commitments on our real-estate related loans and unfunded capital commitments related to our limited partnership interests. Our operating expenses include, among other things, fees and expenses related to managing our properties and other investments, the management and performance fees we pay to the Adviser (to the extent the Adviser elects to receive such fees in cash) and general corporate expenses.

We believe that our current liquidity position is sufficient to meet the operating needs of our business, with $360.4 million of liquidity as of March 31, 2025, consisting of $18.4 million of unrestricted cash and cash equivalents, $61.5 million of short-term U.S. Treasury Bonds, $155.5 million of undrawn available capacity on our Secured Credit Facility and $125.0 million of undrawn available capacity on our Affiliate Line of Credit. We may also generate additional liquidity through the sale of our real estate-related securities, which had an aggregate fair value of $71.4 million as of March 31, 2025.

Our portfolio remains conservatively leveraged at 46.9% as of March 31, 2025, and we can generate additional liquidity by incurring indebtedness secured by our investments. Our leverage ratio is calculated by dividing (i) the consolidated property-level and entity-level debt, excluding any third-party interests in such debt, net of cash, loan-related restricted cash, and trading securities by (ii) the gross asset value of real estate equity investments (calculated using the greater of fair value and cost of gross real estate assets), excluding any third-party interests in such investments, plus our equity in real estate-related debt investments. Additionally, there is no indebtedness on our real estate-related debt investments.

Our cash needs for acquisitions and other investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. During the three months ended March 31, 2025, we received $205.5 million of proceeds from the sale of shares of our common stock. In addition, during the three months ended March 31, 2025, we repurchased $33.2 million in shares of our common stock under our share repurchase plan. Since inception, we have satisfied 100% of repurchase requests.

The following table is a summary of our indebtedness as of March 31, 2025 ($ in thousands):

Principal Balance Outstanding

Indebtedness

Weighted Average Interest Rate(1)

Weighted Average Maturity Date(2)

Maximum Facility Size

March 31, 2025

Fixed rate loans:

Fixed rate mortgages

4.04%

December 2029

N/A

419,420

Total fixed rate loans

419,420

Variable rate loans:

Variable rate mortgages

SOFR+1.73%

November 2027

N/A

497,950

Secured credit facility(3)

SOFR+2.00%

May 2025

$300,000

144,485

Affiliate line of credit(4)

SOFR+2.25%

November 2025

$125,000

—

Total variable rate loans

642,435

Total indebtedness

1,061,855

Deferred financing costs, net

(3,425)

Total indebtedness, net

1,058,430


(1)			As of March 31, 2025, SOFR was 4.41%
(2)			Includes the fully extended maturity date for loans with extension options that are at our discretion and we currently expect to be able to exercise.
(3)			As of March 31, 2025, borrowings on the Secured Credit Facility were secured by the following properties: 6123-6227 Monroe Court, 2003 Beaver Road, 187 Bartram Parkway, and certain single-family rental properties. We refinanced the facility prior to maturity. Refer to Note 15 — “Subsequent Events” of our Consolidated Financial Statements for further details on the refinancing.
(4)			Borrowings under the Affiliate Line of Credit bears interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to us or our subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash ($ in thousands):


	Three Months Ended
	March 31, 2025		March 31, 2024
Cash flows provided by operating activities	$	8,612	$	16,106
Cash flows (used in) provided by investing activities	(155,824)		45,381
Cash flows provided by (used in) financing activities	153,869		(45,368)
Net change in cash and cash equivalents and restricted cash	$	6,657	$	16,119

Cash flows provided by operating activities decreased $7.5 million during the three months ended March 31, 2025, compared to the corresponding period in 2024. The decrease is primarily due to $10.4 million of proceeds received in the prior period from the settlement of interest rate swap contracts.

Cash flows (used in) provided by investing activities increased $201.2 million for the three months ended March 31, 2025, compared to the corresponding period in 2024. The increase is primarily due to a $132.1 million increase in cash used to purchase or fund real estate-related loans and securities (net of proceeds from sales or principal repayments) and a $69.4 million increase in cash used to purchase trading securities (net of proceeds from sales).

Cash flows provided by (used in) financing activities increased $199.2 million for the three months ended March 31, 2025, compared to the corresponding period in 2024. The increase is primarily due to a $199.8 million increase in proceeds from the issuance of common stock.

Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by the Adviser and our independent valuation advisor in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities and will likely differ from the book value of our equity reflected in our financial statements. The purchase and repurchase price per share for each class of our common stock is the then-current transaction price, which generally equals our prior month’s NAV per share, as determined monthly, plus, for purchases only, applicable selling commissions and dealer manager fees.

For more information on the calculation of our NAV and the valuation method used, please refer to Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2024.

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


Components of NAV	March 31, 2025
Investments in real estate	$	1,780,298
Investments in real estate-related loans and securities	190,648
Investments in unconsolidated entities	92,564
Cash and cash equivalents	18,352
Restricted cash	12,612
Other assets	72,525
Debt obligations	(1,043,982)

Accrued stockholder servicing fees(1)	(218)
Management fee payable	(1,042)
Dividend payable	(5,648)
Subscriptions received in advance	(3,207)
Other liabilities	(67,233)
Non-controlling interests in joint ventures	(37,816)
Net asset value	$	1,007,853
Number of shares/units outstanding	95,753


(1)			Stockholder servicing fees only apply to Class S, Class T and Class D 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 T and Class D shares of our common stock. As of March 31, 2025, we have accrued under GAAP approximately $16.2 million of stockholder servicing fees.

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


NAV Per Share/Unit	Class S Shares		Class I Shares		Class D Shares		Class T Shares		Class C Shares(1)		Class E Shares(1)		Third-party Class I OP Units(2)		Third-party Class E OP Units(2)		Total
Net asset value	$	284,588	$	335,731	$	1,579	$	156	$	75,448	$	14,276	$	271,595	$	24,480	$	1,007,853
Number of shares/units outstanding	27,174		31,737		148		15		7,335		1,352		25,674		2,318		95,753
NAV Per Share/Unit as of March 31, 2025	$	10.4729	$	10.5784	$	10.6791	$	10.6304	$	10.2856	$	10.5614	$	10.5784	$	10.5614


(1)			Class C and Class E shares of our common stock are offered to investors pursuant to private offerings.
(2)			Includes units of the Operating Partnership held by parties other than us.

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


Property Type	Discount Rate	Exit Capitalization Rate
Multifamily/Student Housing	7.3%	5.9%
Single-Family Rental	7.1%	5.4%
Net Lease	7.0%	5.5%
Office	8.3%	7.5%
Logistics	9.3%	6.1%

These assumptions are determined by our independent valuation advisor and our independent third-party appraisal firms (other than international properties, which are determined by the Adviser and reviewed by our independent valuation advisor). A

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change in these assumptions 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:


Input	Hypothetical Change	Multifamily/Student Housing Investment Values	Single-Family Rental Investment Values	Net Lease Investment Values	Office Investment Values	Logistics Investment Values
Discount Rate	0.25% Decrease	1.9%	1.1%	1.9%	1.9%	1.9%
(weighted average)	0.25% Increase	(1.8)%	(1.0)%	(1.9)%	(1.9)%	(1.9)%
Exit Capitalization Rate	0.25% Decrease	2.6%	3.8%	2.9%	1.9%	2.8%
(weighted average)	0.25% Increase	(2.4)%	(3.5)%	(2.7)%	(2.2)%	(2.6)%

The preceding tables do not include recently acquired properties, which are held at cost in accordance with our valuation guidelines.

The following table reconciles Stockholders’ Equity per our Consolidated Balance Sheets to our NAV ($ in thousands):


Reconciliation of Stockholders’ Equity to NAV	March 31, 2025
Stockholders’ equity under U.S. GAAP	$	497,093
Redeemable non-controlling interest	296,074
Total partners’ capital of Operating Partnership under GAAP	793,167
Adjustments:
Accrued stockholder servicing fee	16,232
Deferred rent	(6,622)
Advanced organizational and offering costs	6,798
Unrealized net real estate appreciation	(892)
Accumulated amortization of discount	(13,311)
Accumulated depreciation and amortization	212,480
NAV	$	1,007,852

The following details the adjustments to reconcile stockholders’ equity under GAAP to our NAV:

•Accrued stockholder servicing fee represents the accrual for the full cost of the stockholder servicing fee for Class S and Class D shares. Under GAAP, we accrued the full cost of the stockholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold such share. Refer to Note 2 — “Summary of Significant Accounting Policies” to our consolidated financial statements for further details of the GAAP treatment regarding the stockholder servicing fee. For purposes of calculating NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis when such fee is paid.

•Deferred rent represents straight line rental revenue recorded under GAAP. For purposes of calculating NAV, deferred rental revenues are excluded.

•The Adviser and its affiliates advanced organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) all such advanced expenses paid through July 5, 2022 are reimbursed ratably over the 60 months following July 6, 2022; and (2) all such advanced expenses paid from July 6, 2022 through July 5, 2023 are reimbursed ratably over the 60 months following July 6, 2023. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For purposes of calculating NAV, such costs are recognized as a reduction to NAV as they are reimbursed to the Adviser.

•Our investments in real estate are presented at their depreciated historical cost basis in our GAAP Consolidated Financial Statements. Certain of our investments in real estate-related loans are presented at their amortized cost basis in our GAAP Consolidated Financial Statements. Additionally, our mortgage loans, term loans, and credit facilities (“Debt”) are presented at their carrying value in our GAAP Consolidated Financial Statements. As such, any changes

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in the fair market value of our investments in real estate, investments in real estate-related loans or Debt are not included in our GAAP results. For purposes of calculating NAV, our investments in real estate, investments in real estate-related loans, and our Debt are recorded at fair value and any changes in fair value are recognized as unrealized net real estate appreciation.

•We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. For the purposes of calculating NAV, such depreciation and amortization is excluded.

Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution

We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental measure of our operating results. Our Consolidated Financial Statements are presented under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of real estate investments will fluctuate over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, plus (iii) real estate-related depreciation and amortization, and (iv) after adjustments for our share of consolidated and unconsolidated joint ventures.

We also believe that adjusted FFO (“AFFO”) is a meaningful non-GAAP supplemental measure of our operating results. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income, (ii) amortization of above- and below-market lease intangibles, (iii) amortization of mortgage premium/discount, (iv) organization costs, (v) amortization of restricted stock awards, (vi) unrealized gains and losses from changes in fair value of real estate-related loans and securities, (vii) non-cash performance fee or other non-cash incentive compensation, and (viii) similar adjustments for unconsolidated joint ventures.

We also believe funds available for distribution (“FAD”) is an additional meaningful non-GAAP supplemental measure that provides useful information for considering our operating results and certain other items relative to the amount of our distributions. FAD is calculated as AFFO adjusted for (i) management fees paid in shares or operating partnership units, even if subsequently repurchased by us, (ii) realized gains and losses on investments in real estate-related loans and securities, (iii) realized gains and losses on financial instruments, (iv) stockholder servicing fees paid during the period, and (v) similar adjustments for unconsolidated joint ventures. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with GAAP, as it excludes adjustments for working capital items and actual cash receipts from interest income recognized on real estate related securities. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items. Furthermore, FAD is adjusted for stockholder servicing fees which are not considered when determining cash flows from operating activities in accordance with GAAP.

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The following table presents a reconciliation of FFO, AFFO and FAD to net loss attributable to our stockholders and redeemable non-controlling interests. We believe it is meaningful to include redeemable non-controlling interests since it is a component of our NAV ($ in thousands):


	Three Months Ended
		March 31, 2025		March 31, 2024
Net income (loss) attributable to Brookfield REIT stockholders and redeemable non-controlling interests		$	2,811	$	(3,311)
Adjustments to arrive at FFO:
Depreciation and amortization		13,135		12,762


Amount attributable to non-controlling interests for above adjustments		(195)		(209)
FFO attributable to stockholders and redeemable non-controlling interests		15,751		9,242
Adjustments to arrive at AFFO:
Straight-line rental income		(210)		(835)
Amortization of above and below market lease intangibles, net		(326)		(139)
Amortization of deferred financing costs		508		784
Amortization of upfront derivative acquisition costs		289		573

Amortization of restricted stock awards		81		81
Unrealized (gain) loss on investments, net(1)		(9,223)		58

Amount attributable to non-controlling interests for above adjustments		(23)		(29)
AFFO attributable to stockholders and redeemable non-controlling interests		6,847		9,735
Adjustments to arrive at FAD:
Non-cash management fee		3,191		2,995
Realized gain on sale of real estate-related loans and securities		(420)		(1,098)
Realized loss (gain) on financial instruments(2)		1		(3,615)
Stockholder servicing fees		(625)		(830)
FAD attributable to stockholders and redeemable non-controlling interests		$	8,994	$	7,187


(1)			Unrealized gain on investments, net relates to provisions for current estimated credit losses and mark-to-market changes on our investments in real estate-related securities, derivative contracts, and investments in unconsolidated entities reported at fair value. For the three months ended March 31, 2025 and 2024, unrealized gain on investments, net includes $1.4 million and $1.3 million, respectively, of net operating income less interest expense attributable to our unconsolidated investment in Principal Place.
(2)			Realized gain on financial instruments relates to settlements on our derivatives contracts.

FFO, AFFO, and FAD should not be considered more relevant or accurate than the GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO, AFFO, and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO, AFFO, and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

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Distributions

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to satisfy the requirements for qualification as a REIT under the Code.

In December 2019, we began declaring monthly distributions for each class of our common stock, which are generally paid 20 calendar days after month-end. Each class of our common stock receives the same aggregate gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fees, management fees and performance fees, which are deducted from the monthly distribution per share.

The following table details the aggregate net distributions declared for each of our classes of common stock for the three months ended March 31, 2025:


	Three Months Ended March 31, 2025
	Class S		Class I		Class D		Class T		Class C		Class E
Aggregate gross distributions declared per share of common stock	$	0.2134	$	0.2134	$	0.2134	$	0.1421	$	0.2134	$	0.2134
Stockholder servicing fees per share of common stock	(0.0226)		—		(0.0068)		(0.0149)		—		—
Management fees per share of common stock	(0.0336)		(0.0340)		(0.0343)		(0.0226)		(0.0331)		—

Net distributions declared per share of common stock	$	0.1572	$	0.1794	$	0.1723	$	0.1046	$	0.1803	$	0.2134

The following tables summarize our distributions declared during the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	8,566	71	%	$	6,215	41	%
Reinvested in shares	3,433		29	%	8,912		59	%
Total distributions	$	11,999	100	%	$	15,127	100	%

Sources of Distributions
Cash flows from operating activities	$	8,612	72	%	$	15,127	100	%
Cash flow from other sources(2)	3,387		28	%	—		—	%
Total sources of distributions	$	11,999	100	%	$	15,127	100	%

Cash flows from operating activities	$	8,612			$	16,106
Funds from Operations(1)	$	15,751			$	9,242
Adjusted Funds from Operations(1)	$	6,847			$	9,735
Funds Available for Distribution(1)	$	8,994			$	7,187



(1)			See “Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” below for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of these metrics to GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for considerations on how to review these metrics.
(2)			Includes cash flows from investing activities, such as proceeds from sales of trading securities and real estate-related securities.

Distribution Policy

We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. In order to qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we distribute at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains.

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Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan whereby stockholders will have their cash distributions attributable to the shares they own automatically reinvested in additional shares of common stock; provided, however, that clients of certain participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan and stockholders that are residents of certain states that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to participate in the distribution reinvestment plan. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to our Class T, Class S and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.

Critical Accounting Estimates

The preparation of these financial statements in accordance with GAAP involve significant judgement and assumptions and require estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgements, estimates, and assumptions.

Refer to Note 2 — “Summary of Significant Accounting Policies” to our consolidated financial statements in this Quarterly Report on Form 10-Q for a summary of our critical accounting policies.

Principles of Consolidation and Variable Interest Entities

We consolidate entities in which we retain a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE, and whether we are the primary beneficiary, involves significant judgments, including the determination of which activities most significantly affect the entity’s performance, estimates about the current and future fair values and performance of assets held by the entity and/or general market conditions.

Investments in Real Estate

In accordance with the guidance for business combinations, we determine whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, we account for the transaction as an asset acquisition. We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business.

Upon acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and we allocate the purchase price to the acquired assets and assumed liabilities. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that we deem appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends and market and economic conditions.

We also consider an allocation of the purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. For acquired in-place leases, above- and below-market lease values are recorded at their fair values (using a discount rate that reflects the risks associated with the lease acquired) equal to the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates

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during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

Impairment of Long-Lived Assets

We review our real estate properties for impairment each quarter or when there is an event or change in circumstances that indicates the carrying amount of an asset may not be recoverable. A property is considered impaired if the estimate of aggregate future cash flows generated by the property is less than the carrying value of the property, taking into account an appropriate capitalization rate in determining the future terminal value. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates, capital requirements, anticipated hold periods and terminal capitalization rates that could differ materially from actual results. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, our strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material to our results. If we determine that an impairment has occurred, the affected assets must be reduced to their fair value.

Recent Accounting Pronouncements

See Note 2 — “Summary of Significant Accounting Policies” to our consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to interest rate risk with respect to our variable-rate indebtedness, where an increase in interest rates would directly result in higher interest expense costs. We seek to manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities and through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of March 31, 2025, the outstanding principal balance of our variable rate indebtedness was $642.4 million.

Certain of our mortgage loans and other indebtedness are variable rate and indexed to the U.S. Dollar denominated Secured Overnight Financing Rate (“SOFR”). For the three months ended March 31, 2025, a 10% increase in SOFR would have resulted in increased interest expense of $0.5 million. We have executed interest rate swaps and caps with an aggregate notional amount of $598.3 million as of March 31, 2025, to hedge the risk of increasing interest rates.

Investments in Real Estate-Related Loans and Securities

As of March 31, 2025, we held $190.2 million of investments in real estate-related loans and securities. Certain of our investments are floating rate and indexed to SOFR. As such, we are exposed to interest rate risk and our net income will increase or decrease depending on interest rate movements. While we cannot predict factors which may or may not affect interest rates, for the three months ended March 31, 2025, a 10% increase or decrease in SOFR would have resulted in an increase or decrease to income from our real estate-related loans and securities of $0.1 million. We have executed interest rate swaps with an aggregate notional amount of $24.0 million as of March 31, 2025, to hedge the risk of decreasing interest rates.

We may also be exposed to market risk with respect to our investments in real estate-related securities and real estate-related loans that are held at fair value due to changes in the fair value of our investments. We seek to manage our exposure to market risk with respect to our investments in real estate-related loans and securities by making investments backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, thus the amount we will realize upon any sale of our investments is unknown. As of March 31, 2025, the fair value at which we may sell our investments in real estate-related loans and securities is not known, but a 10% change in the fair value of our investments in real estate-related loans and securities may result in an unrealized gain or loss of $17.7 million.

Foreign Currency Risk

We may be exposed to currency risks related to our non-U.S. investments that are denominated in currencies other than the U.S. Dollar (“USD”). We seek to manage or mitigate our exposure to the effects of currency changes by entering into derivative financial instruments to the extent it is cost effective to do so. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, changes in the timing or amount of foreign currency denominated cash flows from our non-U.S. investments. As of March 31, 2025, we have one foreign currency derivative with a notional hedged amount of £62.1 million GBP.

Credit Risk

Credit risk includes the failure of the counterparty to perform under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Controls over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2025, we were not subject to any material litigation nor were we aware of any material litigation threatened against us.

ITEM 1A. RISK FACTORS

Except as set forth below, there have been no material changes to the risk factors previously disclosed under Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024.

We face risks associated with our investments in limited partnership interests in private real estate funds.

When investing in limited partnership interests in private real estate funds, we will have limited ability to exercise control over the fund’s operations and investments, including the underlying real estate properties. Generally, the general partner of the fund will have broad discretion over the structuring, operations, financing and disposition of the fund’s investments. As a result, the fund may dispose of an investment at a time or on terms other than what may be most favorable for us. In addition, limited partnership interests are highly illiquid and typically subject to significant transfer restrictions. Therefore, we may not be able to generate liquidity from our limited partnership interests by selling them to a third party and we may not receive distributions from the fund until the general partner decides to sell one or more investments and distribute sale proceeds to the limited partners. Generally, we will have similar rights and obligations as the other limited partners invested in the fund, which may include future capital call funding obligations. If we are unable to fund our capital call obligations, our interest in the investment may be diluted and we may be subject to other negative consequences.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

For the three months ended March 31, 2025, all equity securities that were sold and not registered under the Securities Act were previously reported on Current Reports on Form 8-K.

Share Repurchases

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan.

The total amount of shares that we will repurchase is limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) is no more than 2% of our aggregate NAV attributable to our stockholders as of the last day of the previous calendar month and, in any calendar quarter, to shares whose aggregate value is no more than 5% of our aggregate NAV attributable to our stockholders as of the last day of the previous calendar quarter. We measure the repurchase limitations based on net repurchases during a month or quarter. The term “net repurchases” means, during the applicable period, the excess capital outflows over capital inflows. The term “capital outflows” means share repurchases under our share repurchase plan in a given period. The term “capital inflows” means proceeds from share subscriptions received in a given period that are accepted as of the first calendar day of the next month, plus purchases pursuant to our distribution reinvestment plan. For any given calendar quarter, the maximum amount of repurchases during that quarter will be equal to (1) 5% of the aggregate NAV attributable to our stockholders as of the last calendar day of the previous calendar quarter, plus (2) capital inflows during such calendar quarter. The same would apply for a given month, except that repurchases in a month would be subject to the 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis.

With respect to future periods, our board of directors may choose whether the limitations will be applied to “gross repurchases” rather than to net repurchases. If repurchases for a given month or quarter are measured on a gross basis rather than on a net

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basis, the repurchase limitations would limit the amount of shares repurchased in a given month or quarter without regard to any capital inflows for that month or quarter. In order for our board of directors to change the application of the limitations from net repurchases to gross repurchases or vice versa, we will provide notice to stockholders in a prospectus supplement or special or periodic report filed by us, as well as in a press release or on our website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to measure repurchases on a gross basis or net basis will only be made for an entire quarter, and not particular months within a quarter.

Under our share repurchase plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price (an “Early Repurchase Deduction”) subject to certain limited exceptions. Settlements of share repurchases will be made within three business days of the Repurchase Date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, to shares the Adviser elects to receive instead of cash in respect of its management or performance fees. In addition, shares of our common stock are sold to certain feeder vehicles primarily created to hold our shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, we may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations.

Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real estate properties or other illiquid investments rather than repurchasing our shares is in the best interests of the company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our board of directors may modify or suspend our share repurchase plan if it deems such action to be in our best interest and the best interest of our stockholders. In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.

One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”) was issued shares of our common stock and Operating Partnership units in connection with its contribution of certain properties to the Operating Partnership on November 2, 2021. We and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”), pursuant to which we and the Operating Partnership will offer to repurchase shares of common stock or units of the Operating Partnership, as applicable, from the Brookfield Investor at a price per share or unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares and units that it owns if doing so would bring the value of its equity holdings in us and the Operating Partnership below $50.0 million. Pursuant to the terms of the Brookfield Repurchase Arrangement, the Brookfield Investor may cause us or the Operating Partnership to repurchase its shares and units (above the $50.0 million minimum), in an amount equal to the sum of (a) the amount available under our share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Offering and our private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to our share repurchase plan. We will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under our share repurchase plan is not repurchased. The Brookfield Repurchase Arrangement does not apply to shares of our common stock or units held by affiliates of Brookfield that are feeder vehicles primarily created to offer interests in such feeder vehicles to non-U.S. persons. Shares of our common stock or units held by the Brookfield Investor that were not issued as consideration for the contribution of certain properties to the Operating Partnership are not subject to the Brookfield Repurchase Arrangement, but may be redeemed, in whole or in part, for cash upon the request of the Brookfield Investor, subject to the limitations of our share purchase plan. For the three months ended March 31, 2024, we and the Operating Partnership did not repurchase any shares or units as part of the Brookfield Repurchase Arrangement.

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During the three months ended March 31, 2025, we repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received for the same period.


Month of:	Total Number of Shares Repurchased(1)(2)	Repurchases as a Percentage of Shares Outstanding(3)		Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(4)



January 2025	740,354	1.0	%	$	10.9421	740,354	—
February 2025	1,151,307	1.6	%	$	10.7916	1,151,307	—
March 2025(5)	1,440,845	2.0	%	$	10.5921	1,196,200	—
Total	3,332,506					3,087,861


(1)			Repurchases are limited under the share repurchase plan as described above.
(2)			Share repurchases were funded through a combination of proceeds from the sale of our common stock and proceeds from the sale of trading securities and real estate-related securities.
(3)			Includes shares repurchased outside of the share repurchase plan. For purposes of calculating the monthly and quarterly limits under our share repurchase plan, net repurchases as a percentage of aggregate NAV were 0.7%, 1.4% and 1.1% for the months of January 2025, February 2025 and March 2025, respectively, and 3.9% for the calendar quarter ended March 31, 2025.
(4)			All repurchase requests under our share repurchase plan were satisfied during the period.
(5)			Includes 244,645 Class I shares repurchased from the Adviser outside of the share repurchase plan related to shares that were previously issued to the Adviser as payment of management fees.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


Exhibit Number						Description



3.1						Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11 filed on April 12, 2018 and incorporated herein by reference)

3.2						Articles of Amendment of Oaktree Real Estate Income Trust, Inc. dated June 13, 2018 (filed as Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed on June 14, 2018 and incorporated herein by reference)

3.3						Articles Supplementary of Oaktree Real Estate Income Trust, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2021 and incorporated herein by reference)

3.4						Second Articles of Amendment of Brookfield Real Estate Income Trust Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference)

3.5						Articles Supplementary of Brookfield Real Estate Income Trust Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference)

3.6						Certificate of Correction to Brookfield Real Estate Income Trust Inc.’s Articles Supplementary (filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on November 8, 2021 and incorporated herein by reference)

3.7						Third Articles of Amendment of Brookfield Real Estate Income Trust Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 10, 2022 and incorporated herein by reference)

3.8						Fourth Articles of Amendment of Brookfield Real Estate Income Trust Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2022 and incorporated herein by reference)

3.9						Amended and Restated Bylaws (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022 and incorporated herein by reference)

4.1						Distribution Reinvestment Plan (filed as Exhibit 4.1 to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement on Form S-11 filed on April 11, 2025 and incorporated by reference herein)

4.2						Description of Registrant’s Securities (filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed on March 18, 2025 and incorporated herein by reference)

31.1*						Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.SCH						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


+			This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
*			Filed herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						Brookfield Real Estate Income Trust Inc.

May 13, 2025						/s/ Brian W. Kingston
Date						Brian W. Kingston
						Chief Executive Officer and Chairman of the Board
						(Principal Executive Officer)





May 13, 2025						/s/ Theodore C. Hanno
Date						Theodore C. Hanno
						Chief Financial Officer
						(Principal Financial and Accounting Officer)