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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 2024
BROOKFIELD REAL ESTATE INCOME TRUST INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | 000-56428 | 82-2365593 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
250 Vesey Street, 15th Floor
New York, New York
10281
(Zip code)
(Address of principal executive offices)
(212) 417-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act
☐ Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act
☐ Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act: None
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 3.02. Unregistered Sales of Equity Securities
On February 20, 2024, Brookfield Real Estate Income Trust Inc. (the “Company”) issued equity securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) to Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Ltd. (together with its affiliates, “Brookfield”). Pursuant to the advisory agreement by and among the Company, Brookfield REIT Operating Partnership L.P. and the Adviser, the Adviser is entitled to an annual management fee payable monthly in cash or shares of the Company’s Class E or Class I common stock, in each case at the Adviser’s election. For the month ended January 31, 2024, the Adviser elected to receive its management fees in Class I common shares and the Company issued 87,695 unregistered Class I common shares to the Adviser in satisfaction of the January 2024 management fee of $1,032,537. This issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.
The Company also issued unregistered Class I common shares pursuant to the Company’s distribution reinvestment plan to a feeder vehicle that offers interests in such feeder vehicles to non-U.S. persons. This issuance was made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class I common shares issued to the feeder vehicle during the month of February 2024.
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| Date of Unregistered Sale | | Number of Class I Common Shares Issued to Feeder Vehicles | | Consideration |
| February 20, 2024 | | 18,371 | | $215,867 |
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The Company also issued unregistered Class I common shares pursuant to the Company’s distribution reinvestment plan to Brookfield and its affiliates. This issuance was made pursuant to Section 4(a)(2) of the Securities Act. The following table details the unregistered Class I common shares issued to Brookfield and its affiliates during the month of February 2024.
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| Date of Unregistered Sale | | Number of Class I Common Shares Issued to Brookfield and its Affiliates | | Consideration |
| February 20, 2024 | | 122,532 | | $1,442,713 |
The Company also sold Class E common shares to certain employees of Brookfield and its affiliates in one or more private offerings. These shares were issued at the applicable NAV per share on the date the shares were sold. The offer and sale of Class E common shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation D thereunder. The Company also issued unregistered Class E common shares to Brookfield and its affiliates pursuant to the Company’s distribution reinvestment plan. The following table details the unregistered Class E common shares issued to Brookfield and its affiliates during the month of February 2024.
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| Date of Unregistered Sale | | Number of Class E Common Shares Issued to Brookfield and its Affiliates | | Consideration |
| February 1, 2024 | | 42,545 | | $500,000 |
| February 20, 2024 | | 17,739 | | $208,473 |
SIGNATURE
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 hereunto duly authorized.
Date: February 26, 2024
BROOKFIELD REAL ESTATE INCOME TRUST INC.
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| By: | /s/ Michelle L. Campbell |
| Name: | Michelle L. Campbell |
| Title: | Secretary |