Blackstone Real Estate Income Trust Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 16:05

Supplemental Prospectus - Form 424B3

BREIT NAV Prosupp October 2024


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260168
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 8 DATED NOVEMBER 15, 2024
TO THE PROSPECTUS DATED APRIL 16, 2024

This prospectus supplement ("Supplement") is part of and should be read in conjunction with the prospectus of Blackstone Real Estate Income Trust, Inc., dated April 16, 2024 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the "Company," "BREIT," "we," "us," or "our" refer to Blackstone Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:
•to provide an update to BREIT's portfolio;
•to disclose the transaction price for each class of our common stock as of December 1, 2024;
•to disclose the calculation of our October 31, 2024 NAV per share for all share classes;
•to provide an update on the status of our current public offering (the "Offering");
•to otherwise update the prospectus; and
•to include our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Portfolio Update

For the month ended October 31, 2024, BREIT's Class I NAV per share was $13.97 and Class I total return was 0.6% (not annualized).1

On October 30, 2024, the Company published its Q3 2024 Update for stockholders, which is available on its website at www.breit.com. This web link is provided for convenience only, and the contents of the piece or the website are not incorporated by reference in or otherwise a part of this prospectus.

Additionally, we currently estimate that 90% - 100% of distributions for the year ended December 31, 2024 will be characterized as return of capital for federal income tax purposes.

December 1, 2024 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of December 1, 2024 (and repurchases as of November 30, 2024) is as follows:
Transaction Price
(per share)
Class S $ 13.9646
Class I $ 13.9736
Class T $ 13.7385
Class D $ 13.6457
Class C $ 15.1811
The December 1 transaction price for each of our share classes is equal to such class's NAV per share as of October 31, 2024. A detailed calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.

October 31, 2024 NAV per Share
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.breit.com and is made available on our toll-free, automated telephone line at (844) 702-1299. Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the Prospectus for how our NAV is determined. The Adviser is ultimately responsible for determining our NAV. All our property investments are appraised annually by third party appraisal firms in accordance with our valuation guidelines. Transactions or events have occurred since October 31, 2024 that could have a material impact on our NAV per share, upon which our transaction price is based. We have included a breakdown of the components of total NAV and NAV per share for October 31, 2024 along with the immediately preceding month.
1 BREIT's Class D NAV per share was $13.65, Class S NAV per share was $13.96, Class T NAV per share was $13.74 and Class C NAV per share was $15.18. BREIT's Class D total return was 0.6%, Class S total return was 0.6%, Class T total return was 0.6%, and Class C total return was 0.6% for October 2024.



Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, Class D, and Class C common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of October 31, 2024 ($ and shares in thousands):
Components of NAV October 31, 2024
Investments in real estate(1)
$ 104,288,869
Investments in real estate debt 6,724,853
Investments in unconsolidated entities(2)
13,227,726
Cash and cash equivalents 1,562,036
Restricted cash 963,932
Other assets 4,046,720
Mortgage notes, term loans, and revolving credit facilities, net (62,039,464)
Secured financings on investments in real estate debt (3,771,376)
Subscriptions received in advance (123,931)
Other liabilities (3,368,547)
Accrued performance participation allocation -
Management fee payable (57,806)
Accrued stockholder servicing fees(3)
(14,553)
Non-controlling interests in joint ventures (6,126,583)
Net asset value $ 55,311,876
Number of outstanding shares/units 3,963,009
_____________
(1)Investments in real estate reflects the entire value of our consolidated real estate properties, including the $92.9 billion allocable to us and $11.4 billion allocable to third-party joint venture interests in such investments as of October 31, 2024.
(2)Investments in unconsolidated entities reflects the value of our net equity investment in entities we do not consolidate. As of October 31, 2024, our allocable share of the gross real estate asset value held by such entities was $24.6 billion.
(3)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 accounting principles generally accepted in the United States of America ("GAAP"), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of October 31, 2024, the Company has accrued under GAAP $0.7 billion of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or re-allowed (paid) to, participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of October 31, 2024 ($ and shares/units in thousands, except per share/unit data):
Third-party
Operating
Class S Class I Class T Class D Class C Partnership
NAV Per Share/Unit Shares Shares Shares Shares Shares
Units(1)
Total
Net asset value $ 18,886,770 $ 30,342,148 $ 628,607 $ 1,918,119 $ 40,723 $ 3,495,509 $ 55,311,876
Number of outstanding shares/units 1,352,471 2,171,385 45,755 140,566 2,682 250,150 3,963,009
NAV Per Share/Unit as of October 31, 2024
$ 13.9646 $ 13.9736 $ 13.7385 $ 13.6457 $ 15.1811 $ 13.9736
_____________
(1)Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partner, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the October 31, 2024 valuations, based on property types.
Property Type Discount Rate Exit Capitalization Rate
Rental Housing 7.4% 5.5%
Industrial 7.6% 5.7%
Net Lease 7.2% 5.6%
Hospitality 10.7% 9.1%
Data Centers 7.7% 6.1%
Self Storage 8.1% 6.6%
Office 7.3% 5.3%
Retail 7.8% 6.3%

These assumptions are determined by the Adviser, and reviewed by our independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
Rental
Housing Industrial Net Lease Hospitality Data Centers Self Storage Office Retail
Hypothetical Investment Investment Investment Investment Investment Investment Investment Investment
Input Change Values Values Values Values Values Values Values Values
Discount Rate 0.25% decrease +1.9% +2.0% +1.8% +1.7% +0.9% +1.8% +1.9% +1.9%
(weighted average) 0.25% increase (1.8)% (1.9)% (1.8)% (1.7)% (0.7)% (1.7)% (1.9)% (1.8)%
Exit Capitalization Rate 0.25% decrease +2.9% +3.3% +2.7% +1.5% +1.1% +2.2% +3.4% +2.5%
(weighted average) 0.25% increase (2.7)% (3.1)% (2.5)% (1.4)% (1.0)% (2.1)% (3.1)% (2.3)%
Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, and Class D common stockholders, as well as partnership interests of BREIT Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of September 30, 2024 ($ and shares in thousands):
Components of NAV September 30, 2024
Investments in real estate(1)
$ 105,028,683
Investments in real estate debt 6,916,313
Investments in unconsolidated entities(2)
12,911,154
Cash and cash equivalents 1,477,493
Restricted cash 1,025,441
Other assets 3,652,108
Mortgage notes, term loans, and revolving credit facilities, net (62,285,058)
Secured financings on investments in real estate debt (3,816,383)
Subscriptions received in advance (143,246)
Other liabilities (3,353,473)
Accrued performance participation allocation -
Management fee payable (57,731)
Accrued stockholder servicing fees(3)
(14,128)
Non-controlling interests in joint ventures (6,099,735)
Net asset value $ 55,241,438
Number of outstanding shares/units 3,967,630
__________
(1)Investments in real estate reflects the entire value of our consolidated real estate properties, including the $93.6 billion allocable to us and $11.4 billion allocable to third-party joint venture interests in such investments as of September 30, 2024.
(2)Investments in unconsolidated entities reflects the value of our net equity investment in entities we do not consolidate. As of September 30, 2024, our allocable share of the gross real estate asset value held by such entities was $24.6 billion.

(3)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. As of September 30, 2024, the Company has accrued under GAAP $0.7 billion of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2024 ($ and shares/units in thousands, except per share/unit data):
Third-party
Operating
Class S Class I Class T Class D Class C Partnership
NAV Per Share/Unit Shares Shares Shares Shares Shares
Units(1)
Total
Net asset value $ 18,938,677 $ 30,277,817 $ 640,363 $ 1,919,345 $ 40,132 $ 3,425,104 $ 55,241,438
Number of outstanding shares/units 1,359,463 2,172,090 46,722 140,983 2,660 245,712 3,967,630
NAV Per Share/Unit as of September 30, 2024
$ 13.9310 $ 13.9395 $ 13.7059 $ 13.6141 $ 15.0850 $ 13.9395
____________
(1)Includes the partnership interests of BREIT Operating Partnership held by BREIT Special Limited Partnership, Class B unit holders, and other BREIT Operating Partnership interests held by parties other than the Company.

Status of our Current Public Offering

We are currently offering on a continuous basis up to $60.0 billion in shares of common stock, consisting of up to $48.0 billion in shares in our primary offering and up to $12.0 billion in shares pursuant to our distribution reinvestment plan. As of the date of this Supplement, we had issued and sold in the Offering (i) 879,591,492 shares of our common stock (consisting of 322,391,981 Class S Shares, 428,463,065 Class I Shares, 16,829,605 Class T Shares, and 111,906,841 Class D Shares) in the primary offering for total proceeds of $13.0 billion (including shares converted from operating partnership units by the Special Limited Partner) and (ii) 190,301,980 shares of our common stock (consisting of 82,049,396 Class S Shares, 89,402,636 Class I Shares, 4,097,934 Class T Shares, and 14,752,014 Class D Shares) pursuant to our distribution reinvestment plan for a total value of $2.8 billion. As of October 31, 2024, our aggregate NAV was $55.3 billion. We intend to continue selling shares in the Offering on a monthly basis.



Updates to the Prospectus

The following supersedes and replaces in its entirety the "Plan of Distribution" section of the Prospectus.


PLAN OF DISTRIBUTION
We are offering up to $60,000,000,000 in shares of our common stock pursuant to this prospectus on a "best efforts" basis through Blackstone Securities Partners L.P., the Dealer Manager, a registered broker-dealer affiliated with the Adviser. Because this is a "best efforts" offering, the Dealer Manager must only use its best efforts to sell the shares, which means that no underwriter, broker-dealer or other person will be obligated to purchase any shares. Our offering consists of up to $48,000,000,000 in shares in our primary offering and up to $12,000,000,000 in shares pursuant to our distribution reinvestment plan. We reserve the right to reallocate shares of common stock between our primary offering and our distribution reinvestment plan.
We are offering to the public four classes of shares of our common stock: Class T shares, Class S shares, Class D shares and Class I shares. We are offering to sell any combination of share classes with a dollar value up to the maximum offering amount. All investors must meet the suitability standards discussed in the section of this prospectus entitled "Suitability Standards." The share classes have different upfront selling commissions and different ongoing stockholder servicing fees.
Class T and Class S shares are available through brokerage and transactional-based accounts. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers, (6) by our executive officers and directors and their immediate family members, as well as officers and employees of the Adviser, Blackstone or other affiliates and their immediate family members, and joint venture partners, consultants and other service providers or (7) other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S, Class T or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder's shares may be exchanged into an equivalent NAV amount of Class I shares. We also may offer shares of our common stock to (1) certain feeder vehicles primarily created to hold our shares, which in turn offer interests in themselves to investors, and (2) other investment vehicles. We may conduct such offerings pursuant to exemptions to registration under the Securities Act or as a part of this offering. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. We may also offer our shares in other private offerings from time to time. The minimum initial investment for Class I shares is $1,000,000, unless waived by the Dealer Manager. If you are eligible to purchase all four classes of shares, you should consider, among other things, the amount of your investment, the length of time you intend to hold the shares and the upfront selling commissions, dealer manager fees and stockholder servicing fees attributable to the Class T, Class S or Class D shares. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase. Neither the Dealer Manager nor its affiliates will directly or indirectly compensate any person engaged as an investment advisor or bank trust department by a potential investor as an inducement for such investment advisor or bank trust department to advise favorably for an investment in us.
The number of shares we have registered pursuant to the registration statement of which this prospectus forms a part is the number that we reasonably expect to be offered and sold within two years from the initial effective date of the registration statement. Under applicable SEC rules, we may extend this offering one additional year if all of the shares we have registered are not yet sold within two years. With the filing of a registration statement for a subsequent offering, we may also be able to extend this offering beyond three years until the follow-on registration statement is declared effective. Pursuant to this prospectus, we are offering to the public all of the shares that we have registered. Although we have registered a fixed dollar amount of our shares, we intend effectively to conduct a continuous offering of an unlimited number of shares of our common stock over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415. In certain states, the registration of our offering may continue for only one year following the initial clearance by applicable state authorities, after which we will renew the offering period for additional one-year periods (or longer, if permitted by the laws of each particular state).
We reserve the right to terminate this offering at any time and to extend our offering term to the extent permissible under applicable law.


Purchase Price
Shares will generally be sold at the prior month's NAV per share of the class of share being purchased, plus applicable upfront selling commissions and dealer manager fees. Although the price you pay for shares of our common stock will generally be based on the prior month's NAV per share, the NAV per share of such stock as of the date on which your purchase is settled may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month's NAV per share (including by updating a previously disclosed offering price) or suspend our offering and/or our share repurchase plan in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. Each class of shares may have a different NAV per share because stockholder servicing fees differ with respect to each class. See "Net Asset Value Calculation and Valuation Guidelines" for more information about the calculation of NAV per share.
If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you purchase in our primary offering will be automatically invested in additional shares of the same class. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to 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.
Underwriting Compensation
We entered into a Dealer Manager Agreement with the Dealer Manager, pursuant to which the Dealer Manager agreed to, among other things, manage our relationships with third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of shares of our common stock, which we refer to as "participating broker-dealers," and financial advisors. The Dealer Manager also coordinates our marketing and distribution efforts with participating broker-dealers and their registered representatives with respect to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our shares.
Summary
The following table shows the upfront selling commissions and dealer manager fees payable at the time you subscribe for shares for Class T, Class S, Class D or Class I shares.

Maximum Upfront Selling Commissions as a % of Transaction Price
Maximum Upfront Dealer Manager Fees as a % of Transaction Price
Class T shares(1)
up to 3.0%
0.5%
Class S shares
up to 3.5% None
Class D shares
up to 1.5% None
Class I shares
None None
__________________
(1)Such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price
The following table shows the stockholder servicing fees we pay the Dealer Manager with respect to the Class T, Class S, Class D and Class I on an annualized basis as a percentage of our NAV for such class. The stockholder servicing fees will be paid monthly in arrears.

Stockholder Servicing Fee as a % of NAV
Class T shares
0.85%
(1)
Class S shares
0.85%
Class D shares
0.25%
Class I shares
None
__________________
(1)Consists of a representative stockholder servicing fee and a dealer stockholder servicing fee.
Upfront Selling Commissions and Dealer Manager Fees
Class T, Class S and Class D Shares. Subject to any discounts described below, the Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. Subject to any discounts described below, the Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. Subject to any discounts described below, the Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share

sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.
Investors who purchase $150,000 or more in Class T or Class S shares from the same broker-dealer, whether in a single purchase or as the result of multiple purchases, may be eligible, depending on the policies of their participating broker-dealer, for volume discounts on the upfront selling commissions. The Dealer Manager and any participating broker-dealers that offer volume discounts to their clients and their registered representatives will be responsible for implementing the volume discounts. The net offering proceeds we receive will not be affected by any reduction of upfront selling commissions. Certain participating broker-dealers may elect not to offer volume discounts to their clients.
The following table illustrates the various discount levels that may be offered for Class T and Class S shares purchased in the primary offering:
Your Investment
Upfront Selling Commissions as a % of Transaction Price of Class S Share
Upfront Selling Commissions as a % of Transaction Price of Class T Share
Up to $149,999.99
3.50%
3.00%
$150,000 to $499,999.99
3.00%
2.50%
$500,000 to $999,999.99
2.50%
2.00%
$1,000,000 and up
2.00%
1.50%
If you qualify for a volume discount as the result of multiple purchases of our Class T or Class S shares, you will receive the benefit of the applicable volume discount for the individual purchase which qualified you for the volume discount, but you will not be entitled to the benefit for prior purchases. Additionally, once you qualify for a volume discount, you will receive the benefit for subsequent purchases through the same participating broker-dealer. For this purpose, if you purchase Class T or Class S shares issued and sold in this offering you will receive the benefit of such Class T or Class S share purchases in connection with qualifying for volume discounts in our subsequent offerings through the same participating broker-dealer.
For purposes of qualifying for a volume discount as the result of multiple purchases of shares, only an individual or entity with the same social security number or taxpayer identification number, as applicable may combine their purchases as a "single purchaser"; provided that, certain participating broker-dealers may also combine purchases by an individual investor and his or her spouse living in the same household as a "single purchaser" for purposes of determining the applicable volume discount.
Requests to combine purchase orders of Class T or Class S shares as a part of a combined order for the purpose of qualifying for discounts or fee waivers must be made in writing by the broker-dealer, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers. As with discounts provided to other purchasers, the net proceeds we receive from the sale of shares will not be affected by discounts provided as a result of a combined order.
Your ability to receive a discount or fee waiver based on combining orders or otherwise may depend on the financial advisor or broker-dealer through which you purchase your Class T or Class S shares. An investor qualifying for a discount will receive a higher percentage return on his or her investment than investors who do not qualify for such discount. Accordingly, you should consult with your financial advisor about the ability to receive such discounts or fee waivers before purchasing Class T or Class S shares.
Class I Shares. No upfront selling commissions will be paid with respect Class I shares sold in this offering.
Stockholder Servicing Fees-Class T, Class S and Class D Shares
Subject to FINRA limitations on underwriting compensation and certain other limitations described below, we pay the Dealer Manager selling commissions over time as stockholder servicing fees (i) with respect to our outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of a representative stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV for the Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the representative stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares, (ii) with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares and (iii) with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D shares. We do not pay a stockholder servicing fee with respect to our outstanding Class I shares. The stockholder servicing fees are selling commissions paid over time. The stockholder servicing expenses borne by the participating brokers may be different from and substantially less than the amount of stockholder servicing fees charged.
The stockholder servicing fees are paid monthly in arrears. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers, and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the stockholder servicing fees with respect to Class T shares, Class S shares and Class D shares are calculated based

on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.
We will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a stockholder's account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in the applicable agreement between the Dealer Manager and a participating broker-dealer at the time such Class T shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, each such Class T share, Class S share or Class D share will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the stockholder servicing fee will be paid due to potential changes in the NAV of our shares, this fee would be paid with respect to a Class T share (in the case of a limit of 8.75% of gross proceeds) or Class S share over approximately 7 years from the date of purchase and with respect to a Class D share over approximately 30 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees, opting out of the distribution reinvestment plan and a constant NAV of $10.00 per share. Under these assumptions, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T share or Class S share would total approximately $0.91 and with respect to a Class D share would total approximately $0.75.
Eligibility to receive the stockholder servicing fee is conditioned on a broker-dealer providing the following ongoing services with respect to the Class T, Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. Holders of our Class T, Class S and Class D shares will receive the same services as described above regardless of the level of the stockholder servicing fee paid. For Class T shares, representative stockholder services are answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests and dealer stockholder services are assistance with recordkeeping. If the applicable broker-dealer is not eligible to receive the stockholder servicing fee due to failure to provide these services, the Dealer Manager will waive the stockholder servicing fee that broker-dealer would have otherwise been eligible to receive. The stockholder servicing fees are ongoing fees that are not paid at the time of purchase and are similar to a commission in that the amount of fees is fixed regardless of the specific services provided.
The stockholder services described above do not include account monitoring. Broker-dealers separately may offer account monitoring services to their clients but are not required to do so. Your broker-dealer's Client Relationship Summary discloses whether it offers account monitoring services, and if so, you may contact your broker-dealer for more information.
Other Compensation
We or the Adviser may also pay directly, or reimburse the Dealer Manager if the Dealer Manager pays on our behalf, any organization and offering expenses (other than upfront selling commissions and stockholder servicing fees). The Adviser and its affiliates, out of its own resources and without additional cost to the Company or its stockholders, may provide additional cash payments to certain financial intermediaries in connection with the sale of shares of common stock.
Limitations on Underwriting Compensation
In addition to the conversion feature described above in "-Stockholder Servicing Fees-Class T, Class S and Class D Shares," we will cease paying the stockholder servicing fee on the Class T shares, Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. The Dealer Manager will monitor the aggregate amount of underwriting compensation that we and the Adviser pay in connection with this offering in order to ensure we comply with the underwriting compensation limits of applicable FINRA rules. FINRA rules and the NASAA REIT Guidelines also limit our total organization and offering expenses (including upfront selling commissions, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices and other underwriting compensation) to 15% of our gross offering proceeds from this offering. After the termination of the primary offering and again after termination of the offering under our distribution reinvestment plan, the Adviser has agreed to reimburse us to the extent that organization and offering expenses that we incur exceed 15% of our gross proceeds from the applicable offering.
In order to show the maximum amount of compensation that may be paid in connection with this offering, the following table assumes that (1) we sell all of the shares offered by this prospectus, (2) all shares sold in the offering are Class S shares, (3) no shares are reallocated between the primary offering and the distribution reinvestment plan, (4) all Class S shares are sold with the highest possible upfront selling commissions and (5) NAV per share remains $10.00. The table does not give effect to any shares issued pursuant to our distribution reinvestment plan. The following table also assumes that we will cease paying stockholder servicing fees with respect to any Class S stockholder after the time the total upfront selling commissions and stockholder servicing fees paid with respect to the shares in such Class S stockholder's account reach 8.75% of the gross proceeds from the offering of such Class S shares in the aggregate (assuming such stockholder purchased all of his/her class S shares at the same time).

Maximum Estimated Underwriting Fees and Expenses
At Maximum Primary Offering of $48,000,000,000
Upfront selling commissions
$ 1,623,188,406
3.38%
Stockholder servicing fees(1)
2,576,811,594
5.37%
Reimbursement of wholesaling activities(2)
30,960,000
0.06%
Total(2)
$ 4,230,960,000
8.81%
__________________
(1)We will pay the Dealer Manager a stockholder servicing fee with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares. The numbers presented reflect that stockholder servicing fees are paid over a number of years, and as a result, will cumulatively increase above 0.85% over time. The Dealer Manager will reallow (pay) all or a portion of the stockholder servicing fee to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers, and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services.
(2)Wholesale reimbursements consist primarily of (a) actual costs incurred for fees to attend retail seminars sponsored by participating broker-dealers, (b) amounts used to reimburse participating broker-dealers for the actual costs incurred by registered representatives for travel, meals and lodging in connection with attending bona fide training and education meetings, (c) non-transaction based compensation, including cash bonuses and Blackstone Inc. equity awards, paid to registered persons associated with the Dealer Manager in connection with the wholesaling of our offering, and (d) expense reimbursements for actual costs incurred by employees of the Dealer Manager in the performance of wholesaling activities. The Adviser currently pays wholesaling compensation expenses and certain related expenses of persons associated with the Dealer Manager described above without reimbursement from us.
Term of the Dealer Manager Agreement
Either party may terminate the Dealer Manager Agreement upon 60 days' written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Dealer Manager Agreement. Our obligations under the Dealer Manager Agreement to pay the stockholder servicing fees with respect to the Class T, Class S and Class D shares distributed in this offering as described therein shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above in "-Stockholder Servicing Fees-Class T, Class S and Class D Shares").
Indemnification
To the extent permitted by law and our charter, we will indemnify the participating broker-dealers and the Dealer Manager against some civil liabilities, including certain liabilities under the Securities Act, and liabilities arising from an untrue statement of material fact contained in, or omission to state a material fact in, this prospectus or the registration statement of which this prospectus is a part, blue sky applications or approved sales literature.
Role of the Dealer Manager
The Dealer Manager is a broker-dealer whose purpose is to distribute Blackstone managed or affiliated products. The Dealer Manager provides services to its Blackstone affiliates, not to investors in its funds, strategies or other products. The Dealer Manager has not and will not make any recommendation regarding, and will not monitor, any investment. As such, when the Dealer Manager presents an investment strategy or product to an investor or a prospective investor, the Dealer Manager does not collect the information necessary to determine-and the Dealer Manager does not engage in a determination regarding-whether an investment in the strategy or product is in the best interests of, or is suitable for, the investor. You should exercise your own judgment and/or consult with your own professional advisor to determine whether it is advisable for you to invest in any Blackstone strategy or product. Please note that the Dealer Manager will not provide the kinds of financial services that you might expect from another financial intermediary, such as overseeing any brokerage or similar account. For financial advice relating to an investment in any Blackstone strategy or product, contact your own professional advisor.
Offering Restrictions
NOTICE TO NON-U.S. INVESTORS
The shares described in this prospectus have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in this prospectus. To the extent you are a citizen of, or domiciled in, a country or jurisdiction outside of the United States, please consult with your advisors before purchasing or disposing of shares.

COUNTRY-SPECIFIC LEGENDS
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State no offer of shares which are the subject of the offering contemplated by this prospectus may be made to the public in that Relevant Member State other than:
(1)to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or
(2)in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of shares shall result in a requirement for the Company or the Dealer Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the Dealer Manager and the Company that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.
In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each financial intermediary will also be deemed to have represented, warranted and agreed that the shares acquired by it in the offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to offering those shares to the public, other than their offer or resale in a Relevant Member State to "qualified investors" as so defined or in circumstances in which the prior consent of the Dealer Manager has been obtained to each such proposed offer or resale.
The Company, the Dealer Manager and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements.
For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
Notice to Prospective Investors in the United Kingdom
In the United Kingdom, this prospectus and any other material in relation to the shares described herein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the Prospectus Directive ) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (for purposes of this section, the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, Relevant Persons. This prospectus and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus or its contents. The shares are not being offered to the public in the United Kingdom.
Notice to Prospective Investors in Switzerland
The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed in Switzerland.
Neither this document nor any other offering or marketing material relating to the offering, the Company, or the shares have been filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.
Notice to Prospective Investors in Hong Kong
The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies

(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue in Hong Kong, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(1)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(2)a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
(1)to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2)where no consideration is or will be given for the transfer;
(3)where the transfer is by operation of law;
(4)as specified in Section 276(7) of the SFA; or
(5)as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Notice to Prospective Investors in Israel
The shares described in this prospectus have not been registered and are not expected to be registered under the Israeli Securities Law 1968 (the "Israeli Securities Law") or under the Israeli Joint Investment Trust Law 1994. Accordingly, the shares described herein will only be offered and sold in Israel pursuant to applicable private placement exemptions to "qualified investors" described in the first addendum to the Israeli Securities Law. None of the Adviser, the Dealer Manager or any participating broker-dealer is a licensed investment marketer or advisor under the provisions of the Regulation of Investment Advice, Marketing Investments and Portfolio Management 1995.
Notice to Prospective Investors in Mexico
The offering of shares made pursuant to this prospectus does not constitute a public offering of securities under Mexican law and therefore is not subject to obtaining the prior authorization of the Mexican National Banking and Securities Commission or the registration of shares of the Company with the Mexican National Registry of Securities. The shares described herein will only be offered and sold in Mexico pursuant to applicable private placement exemptions to "Institutional Investors" or "Qualified Investors" under the Mexican Securities Market Law.
Notice to Prospective Investors in Chile
This offer is subject to Norma de Caracter General N° 336 issued by the Superintendence of Securities and Insurance of Chile ("SVS") and commenced on August 31, 2016. This offer is on shares not registered in the Registry of Securities or in the Registry of Foreign Securities of the SVS, and therefore, it is not subject to the SVS oversight. The issuer is under no obligation to release information on the shares in Chile. These shares cannot be subject of a public offering if not previously registered in the pertinent registry of securities.
Esta oferta se realiza conforme a la Norma de Carácter General N° 336 de la Superintendencia de Valores y Seguros ("SVS") y ha comenzado en la fecha de este 31 agosto 2016. Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de

Valores extranjeros que lleva la SVS y en consecuencia, estos valores no están sujetos a su fiscalización. No existe de parte del emisor obligación de entregar en Chile información pública respecto de estos valores. Estos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente.
Notice to Prospective Investors in the People's Republic of China
This prospectus and the related subscription agreement documents do not and are not intended to constitute a sale, an offer to sell or a solicitation of an offer to buy, directly or indirectly, any securities in the People's Republic of China (excluding Taiwan, the Special Administrative Region of Hong Kong and the Special Administrative Region of Macao, the "PRC").
No marketing activities, advertisements or public inducements have been or will be carried out by the Company or the Dealer Manager to the general public within the PRC in relation to an investment in the Company.
This prospectus is intended solely for the use of those qualified investors for the purpose of evaluating a possible investment by them in the Company and is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective managing directors, employees and consultants receiving this prospectus).
This prospectus has not been and will not be filed with or approved by the China Securities Regulatory Commission or any other regulatory authorities or agencies of the PRC pursuant to relevant securities-related or other laws and regulations and may not be offered or sold within the PRC through a public offering or in circumstances which require an examination or approval of or registration with any securities or other regulatory authorities or agencies in the PRC unless otherwise in accordance with the laws and regulations of the PRC.
Notice to Prospective Investors in Taiwan
The interests may be made available outside Taiwan to Taiwan resident investors for purchase outside Taiwan by such investors but are not permitted to be marketed, offered or sold in Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the interests in Taiwan.
Notice to Prospective Investors in Argentina
This prospectus does not constitute an invitation to buy or a solicitation of an offer to sell securities or any other products or services in Argentina and shares in the Company are not and will not be offered or sold in Argentina, in compliance with Section No. 310 of the Argentine Criminal Code, except in circumstances that do not constitute a public offering or distribution under Argentinean laws and regulations. No application has been or will be made the Argentine Comisión Nacional de Valores, the Argentine securities governmental authority, to publicly offer the Company or the shares thereof in Argentina. This prospectus is being supplied or made available only to those investors who have expressly requested them in Argentina or used in connection with an offer to sell or a solicitation of an offer to buy in Argentina except in circumstances that do not constitute a public offering or distribution under Argentinean laws and regulations. This prospectus is strictly confidential and may not be distributed to any legal or natural person or entity other than the intended recipients thereof.
How to Subscribe

The following is added as a new paragraph after the fourth paragraph in the "How to Subscribe" section of the Prospectus:

Investors are required to provide certain personal information to us in order to establish or maintain an account. If (i) an investor does not provide such information, (ii) we are unable to confirm any such information is true and correct including, without limitation, verification of your identity (or that of another person(s) authorized to act on your behalf), or (iii) we believe we have identified potential criminal activity, we reserve the right to take certain action, including not opening an account or closing the account and repurchasing the shares under our Share Repurchase Plan.

Appendix B

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








APPENDIX B: FORM OF SUBSCRIPTION AGREEMENT


Subscription Agreement for Shares of Blackstone Real Estate Income Trust, Inc.
1.Your Investment
A.Investment Information
Investment Amount $
B.Investment Method
☐ By Mail: Please make checks payable to BLACKSTONE REAL ESTATE INCOME TRUST and attach to this agreement.1
☐
By Wire: Please wire funds according to the instructions below.
Name: SS&C GIDS Inc. AS AGENT FOR BLACKSTONE REAL ESTATE INCOME TRUST
Bank Name: State Street Bank and Trust
ABA: 011000028
DDA: 9900-145-5
☐ Broker-Dealer / Financial Advisor will make payment on your behalf
C.Share Class Selection
☐ Share Class T ☐ Share Class S ☐ Share Class D2 ☐
Share Class I2
(The minimum investment is $2,500) (The minimum investment is $2,500) (The minimum investment is $2,500) (The minimum investment is $1,000,000 (unless waived))
☐ Select to Purchase Net of Selling Commission

2.Ownership Type (Select Only One)
A.Taxable Accounts Type
B.Non-Taxable Accounts Type
Brokerage Account Number Custodian Account Number
☐ Individual or Joint Tenant with Rights of Survivorship ☐
IRA (Custodian Signature Required)
☐ Transfer on Death (Optional Designation. Not Available for Louisiana Residents. See section 3C) ☐ Roth IRA (Custodian Signature Required)
☐ SEP IRA (Custodian Signature Required)
☐ Tenants in Common ☐ Simple IRA (Custodian Signature Required)
☐ Community Property ☐ Pension Plan or PSP
☐ Uniform Gift / Transfer to Minors ☐ Other
State of
☐
Trust (Include Certification of Investment Powers Form or First and Last Page of Trust Documents)
C.Custodian Information (To Be Completed by Custodian)
☐
Corporation / Partnership / Other (Corporate Resolution or Partnership Agreement Required) Custodian Name
1 Cash, cashier's checks / official bank checks, temporary checks, foreign checks, money orders, third party checks, or travelers checks are not accepted.
2 Available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus, as amended and supplemented.
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D.Entity Name (Retirement Plan / Trust / Corporation / Partnership / Other)
Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3A and 3B.
Entity Name
Tax ID Number Date of Trust
Exemptions (See Form W-9 instructions at www.irs.gov)
Entity Address City State Zip Code

Entity Type (Select one. Required)
☐
Retirement Plan
☐
Trust / Estate
Exempt payee code (if any)
☐
S Corporation
☐
C Corporation
Exemption from FATCA reporting code (if any)
☐
Sole Proprietor / Single-Member LLC
☐
Partnership
(Required)
☐
LLC (Enter the tax classification
(C = Corporation, S = S Corporation, P = Partnership))
Jurisdiction (if Non-U.S.)
(Attach a completed applicable Form W-8)
☐
Other
Note: Check the "LLC" box above and, in the entry space enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. (See Form W-9 instructions at www.irs.gov).
☐
If you checked "Partnership" or "Trust / Estate", or checked "LLC" and entered "P" check this box if you have any foreign partners, owners, or beneficiaries. (See Form W-9 instructions at www.irs.gov).

3.Investor Information
A.Investor Name (Investor / Trustee / Executor / Authorized Signatory Information)
Residential street address MUST be provided. See section 4 if mailing address is different than residential street address
First Name (MI) Last Name
Social Security Number / Tax ID Date of Birth Daytime Phone Number
Residential Street Address City State Zip Code
Email Address
If you are a non-U.S. citizen, please specify your country of citizenship (Required):
☐
Resident Alien
☐
Non-Resident Alien
(Attach a completed Form W-8BEN, Rev. Oct 2021)
Country of Citizenship
Please specify if you are a Blackstone employee / officer / director / affiliate (Required):
☐
Blackstone Employee
☐
BREIT Officer or Director
☐
Blackstone Affiliate
☐
Immediate Family Member of BREIT Officer or Director
☐
Not Applicable
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B.Co-Investor Name (Co-Investor / Co-Trustee / Co-Authorized Signatory Information, if applicable)
First Name (MI) Last Name
Social Security Number / Tax ID Date of Birth Daytime Phone Number
Residential Street Address City State Zip Code
Email Address
If you are a non-U.S. citizen, please specify your country of citizenship (Required):
☐
Resident Alien
☐
Non-Resident Alien
(Attach a completed Form W-8BEN, Rev. Oct 2021)
Country of Citizenship

Please specify if you are a Blackstone employee / officer / director / affiliate (Required):
☐
Blackstone Employee
☐
BREIT Officer or Director
☐
Blackstone Affiliate
☐
Immediate Family Member of BREIT Officer or Director
☐
Not Applicable

C.Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only. Not available for Louisiana residents. Beneficiary date of birth required. Whole percentages only; must equal 100%.)
☐
Primary
First Name (MI) Last Name SSN Date of Birth
☐
Secondary %
☐
Primary
First Name (MI) Last Name SSN Date of Birth
☐
Secondary %
☐
Primary
First Name (MI) Last Name SSN Date of Birth
☐
Secondary %
☐
Primary
First Name (MI) Last Name SSN Date of Birth
☐
Secondary %

Custodian / Guardian for a minor Beneficiary (Required):

4.Contact Information (If Different Than Provided in Section 3A)
Email Address
Mailing Address City State Zip Code

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

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

Financial Institution Name Mailing Address City State Zip Code
Your Bank's ABA Routing Number Your Bank Account Number

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

6.Broker‐Dealer / Financial Advisor Information
(Required Information. All Fields Must Be Completed)
The Financial Advisor must sign below to complete the order. The Financial Advisor hereby warrants that he/she is duly licensed and may lawfully sell shares in the state designated as the investor's legal residence.
Broker-Dealer
Financial Advisor Name
Advisor Mailing Address
City State Zip Code
Financial Advisor Number Branch Number Telephone Number
Email Address Fax Number
Operations Contact Name Operations Contact Email Address
Please note that unless previously agreed to in writing by Blackstone Real Estate Income Trust, Inc., all sales of securities must be made through a Broker-Dealer, including when an RIA has introduced the sale. In all cases, section 6 must be completed.
The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with respect to sales of securities made
through a Broker-Dealer, that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor's prospective purchase of Shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the Shares; (iv) have delivered or made available a current Prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing these Shares for his or her own account; and (vi) have reasonable
grounds to believe that the purchase of Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus. The undersigned
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Financial Advisor further represents and certifies that, in connection with this subscription for Shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm's existing Anti-Money Laundering Program and Customer Identification Program.
If you do not have another broker-dealer or other financial intermediary introducing you to Blackstone Real Estate Income Trust, Inc., then Blackstone Securities Partners L.P. (BSP) may be deemed to act as your broker of record in connection with any investment in Blackstone Real Estate Income Trust, Inc. BSP is not a full-service broker-dealer and may not provide the kinds of financial services that you might expect from another financial intermediary, such as holding securities in an account. If BSP is your broker of record, then your Shares will be held in your name on the books of Blackstone Real Estate Income Trust, Inc. BSP will not monitor your investments, and has not and will not make any recommendation regarding your investments. If you want to receive financial advice regarding a prospective investment in the Shares, contact your broker or other financial intermediary.

x x
Financial Advisor Signature Date Branch Manager Signature (If required by Broker-Dealer) Date
7.Electronic Delivery Form (Optional)
Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other stockholder communications and reports, you may elect to receive electronic delivery of stockholder communications from Blackstone Real Estate Income Trust, Inc. If you would like to consent to electronic delivery, including pursuant to email, please check the box below for this election.
We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder communications and statement notifications. By consenting below to electronically receive stockholder communications, including your account-specific information, you authorize said offering(s) to either (i) email stockholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available.
You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.
By consenting to electronic access, you will be responsible for your customary internet service provider charges and may be required to download software in connection with access to these materials.

Initial for consent to electronic delivery
Email Address
If blank, the email provided in section 4 or section 3A will be used.

8.Subscriber Signatures

Blackstone Real Estate Income Trust, Inc. is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish and/or maintain the account. Required information includes name, date of birth, permanent residential address and social security / taxpayer identification number. We may also ask to see other identifying documents. If (i) you do not provide the information, (ii) we are unable to confirm that this information is true and correct, including, without limitation, verification of your identity (or that of another person(s) authorized to act on your behalf), or (iii) we believe we have identified potential criminal activity, in each case, we reserve the right to take action as we deem appropriate which may include not opening your account or closing your account and repurchasing your shares under the Share Repurchase Plan.
Please separately initial each of the representations below. A power of attorney to make representations on behalf of an investor can only be granted for fiduciary accounts; if applicable, by signing the Subscription Agreement you represent and warrant that you have the requisite authority. In order to induce Blackstone Real Estate Income Trust, Inc. to accept this subscription, I hereby represent and warrant to you as follows:
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5
8.a. Please note: all items in section 8.a. must be read and initialed
Primary Investor Initials
Co-
Investor
Initials
I have received a copy of the Final Prospectus.
I/We have (i) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000.
In addition to the general suitability requirements described in the representation above, I/we meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the Prospectus under "SUITABILITY STANDARDS".
I am (i) an entity that was formed for the purpose of purchasing Shares, in which each individual that owns an interest in such entity meets the general suitability requirements described above OR (ii) I am an individual or entity not formed for such purpose.
I acknowledge that there is no public market for the Shares and, thus, my investment in Shares is
not liquid.
I acknowledge that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.
I am purchasing the Shares for my own account.
I understand that the transaction price per Share at which my investment will be executed will be made available at www.breit.com and in a prospectus supplement filed with the SEC, available at www.sec.gov.
I understand that my subscription request will not be accepted before the later of (i) two business days before the first calendar day of the month and (ii) three business days after the transaction price is made available. I understand that I am not committed to purchase Shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on Blackstone Real Estate Income Trust, Inc.'s toll-free, automated telephone line, 844-702-1299.
8.b. If you live in any of the following states, please read the following section 8.b. carefully: Alabama, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee and Vermont.

Primary Investor Initials
Co-
Investor
Initials
If I am an Alabama resident, my investment in Blackstone Real Estate Income Trust, Inc. and its affiliates may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am an Idaho resident, I have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. In addition, my total investment in Blackstone Real Estate Income Trust, Inc. may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
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6
Primary Investor Initials
Co-
Investor
Initials
If I am an Iowa resident, I have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000. In addition, if I am not an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts (REITs) does not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a Kansas resident, I understand that the Securities Commissioner of Kansas recommends that Kansas investors limit their aggregate investment in our securities and other similar investments to not more than 10% of their liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a Kentucky resident, my investment in Blackstone Real Estate Income Trust, Inc. and its affiliated non-publicly traded real estate investment trusts may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and other similar direct participation investments not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a Massachusetts resident, my investment in Blackstone Real Estate Income Trust, Inc. and in other illiquid direct participation programs may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a Missouri resident, my investment in Blackstone Real Estate Income Trust, Inc. may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a Nebraska resident, and I do not meet the definition of "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-publicly traded direct participation programs may not exceed 10% of my net worth.
If I am a New Jersey resident, I have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. In addition, my total investment in Blackstone Real Estate Income Trust, Inc., its affiliates and other non-publicly traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. New Jersey investors are advised that Class S and Class T shares are subject to upfront selling commissions and/or dealer manager fees, and Class S, Class T and Class D shares are subject to stockholder servicing fees. Because the purchase price for the Class S and Class T shares is the transaction price plus applicable upfront fees, the upfront fees may reduce the amount of the Class S and Class T share purchase price that is available to the Company for investment and other capital needs, the stockholder servicing fees may reduce the amount of distributions, and the fees could result in a reduction in the NAV of the Class S, Class T and Class D shares if distributions are declared in an amount less than the stockholder servicing fees.
If I am a New Mexico resident, I must limit my investment in Blackstone Real Estate Income Trust, Inc., its affiliates and other non-traded real estate investment trusts to 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
If I am a North Dakota resident, I have a net worth of at least 10 times my investment in Blackstone Real Estate Income Trust, Inc.
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Primary Investor Initials
Co-
Investor
Initials
If I am an Ohio resident, it is unsuitable to invest more than 10% of my liquid net worth in Blackstone Real Estate Income Trust, Inc., affiliates of Blackstone Real Estate Income Trust, Inc. and other
non-traded real estate investment programs. "Liquid net worth" is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) comprised of cash, cash equivalents, and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities.
If I am an Oregon resident, my investment in Blackstone Real Estate Income Trust, Inc. and its affiliates does not exceed 10% of my liquid net worth.
If I am a Pennsylvania resident, my investment in Blackstone Real Estate Income Trust, Inc. may not exceed 10% of my net worth (exclusive of home, home furnishings, and automobiles).
If I am a Puerto Rico resident, my investment in Blackstone Real Estate Income Trust, Inc., its affiliates, and other non-traded REITs, does not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings, and automobiles minus total liabilities) consisting of cash, cash equivalents, and readily marketable securities.
If I am a Tennessee resident, I have a liquid net worth of at least 10 times my investment in Blackstone Real Estate Income Trust, Inc.
If I am a Vermont resident, and I am not an "accredited investor" as defined in 17 C.F.R. § 230.501, my investment in this offering may not exceed 10% of my liquid net worth. For these purposes, "liquid net worth" is defined as an investor's total assets (not including home, home furnishings, or automobiles) minus total liabilities.
For purposes of determining whether you satisfy the standards below, your net worth is calculated excluding the value of your home, home furnishings and automobiles, and unless otherwise indicated, "liquid net worth" is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
For purposes of the acknowledgments above, an affiliate of Blackstone Real Estate Income Trust, Inc. shall mean (i) any person or entity directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of Blackstone Real Estate Income Trust, Inc.; (ii) any person or entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by Blackstone Real Estate Income Trust, Inc.; (iii) any person or entity directly or indirectly controlling, controlled by or under common control with Blackstone Real Estate Income Trust, Inc., including any partnership in which Blackstone Real Estate Income Trust, Inc. is a general partner; and (iv) any executive officer, director, trustee or general partner of Blackstone Real Estate Income Trust, Inc. In the case of sales to fiduciary accounts, the minimum standards above shall be met by the beneficiary, the fiduciary, account, or by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.
If you do not have another broker-dealer or other financial intermediary introducing you to Blackstone Real Estate Income Trust, Inc., then Blackstone Securities Partners L.P. (BSP) may be deemed to be acting as your broker-dealer of record in connection with any investment in Blackstone Real Estate Income Trust, Inc. For important information in this respect, see section 6 above. I declare that the information supplied above is true and correct and may be relied upon by Blackstone Real Estate Income Trust, Inc. I acknowledge that the Broker-Dealer / Financial Advisor (Broker-Dealer / Financial Advisor of record) indicated in section 6 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of Shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker-Dealer / Financial Advisor of record at any time by contacting Blackstone Real Estate Income Trust, Inc. at the number indicated below. Further, by signing below, you acknowledge that BREIT and BSP have not acted in a fiduciary capacity under the Employee Retirement Income Security Act of 1974 to you or your Financial Advisor, and any communications made by either BREIT or BSP are not intended to be, and should not be considered as, impartial investment advice. Please consult your Financial Advisor if you have had any changes that might affect your ability to meet the applicable suitability requirements.
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8
SUBSTITUTE IRS FORM W-9 CERTIFICATIONS (Required for U.S. investors):
Under penalties of perjury, I certify that:
1.The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2.I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3.I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and
4.The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
x x
Signature of Investor Date
Signature of Co-Investor or Custodian (If applicable)
Date
MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS ADMINISTERED BY A THIRD PARTY
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9.Miscellaneous
If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of Shares of Blackstone Real Estate Income Trust, Inc. experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in section 8 above, they are asked to promptly notify Blackstone Real Estate Income Trust, Inc. and the Broker-Dealer in writing. The Broker-Dealer may notify Blackstone Real Estate Income Trust, Inc. if an investor participating in the Distribution Reinvestment Plan can no longer make the representations or warranties set forth in section 8 above, and Blackstone Real Estate Income Trust, Inc. may rely on such notification to terminate such investor's participation in the Distribution Reinvestment Plan. Class T, S, and D Common Shares shall convert to Class I Common Shares upon certain events as set forth in the Prospectus and the Company's charter, including, but not limited to, when total Selling Commissions and Stockholder Servicing Fees paid with respect to such Shares would exceed, in the aggregate, 8.75% of the sum of the Gross Proceeds (as such term is defined in the Company's Charter) from the sale of such Shares and the aggregate Reinvestment Proceeds (as such term is defined in the Company's Charter) of any Shares issued under a Reinvestment Plan with respect to such Shares (or such lower percentage limit as may be set forth in the applicable agreement between the dealer manager of the Company and the relevant broker-dealer).
No sale of Shares may be completed until at least five business days after you receive the final Prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business days prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.
All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the Prospectus in its entirety for a complete explanation of an investment in the Shares of Blackstone Real Estate Income Trust, Inc.
Return the completed Subscription Agreement to:
SS&C Technologies
PO Box 219349
Kansas City, MO 64121-9349
Overnight Address:
SS&C Technologies
430 W 7th St. Suite 219349
Kansas City, MO 64105
Blackstone Real Estate Income Trust, Inc. Investor Relations: 844-702-1299
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10

Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2024

On November 8, 2024, we filed our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024
OR
☐ 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: 000-55931

Blackstone Real Estate Income Trust, Inc.
(Exact name of Registrant as specified in its charter)
Maryland 81-0696966
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. Employer
Identification No.)
345 Park Avenue
New York, NY 10154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 583-5000
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 ☒ 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 ☒ 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 ☒
As of November 8, 2024, the registrant had the following shares outstanding (in thousands): 1,357,079 shares of Class S common stock, 2,180,730 shares of Class I common stock, 45,862 shares of Class T common stock, 140,823 shares of Class D common stock, 2,682 shares of Class C common stock, and 0 shares of Class F common stock.


TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
1
ITEM 1.
FINANCIAL STATEMENTS
1
Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023
1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023
3
Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023
5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023
6
Notes to Condensed Consolidated Financial Statements
8
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
44
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
82
ITEM 4.
CONTROLS AND PROCEDURES
83
PART II.
OTHER INFORMATION
84
ITEM 1.
LEGAL PROCEEDINGS
84
ITEM 1A.
RISK FACTORS
84
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
85
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
86
ITEM 4.
MINE SAFETY DISCLOSURES
86
ITEM 5.
OTHER INFORMATION
87
ITEM 6.
EXHIBITS
88
SIGNATURES
90




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Blackstone Real Estate Income Trust, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
September 30, 2024 December 31, 2023
Assets
Investments in real estate, net $ 84,540,786 $ 91,079,010
Investments in unconsolidated entities (includes $4,147,186 and $4,221,593 at fair value
as of September 30, 2024 and December 31, 2023, respectively)
6,870,295 7,338,329
Investments in real estate debt 5,526,771 6,790,632
Real estate loans held by consolidated securitization vehicles, at fair value 14,286,859 16,331,578
Cash and cash equivalents 1,477,491 1,945,260
Restricted cash 1,025,441 749,760
Other assets 5,865,048 6,563,226
Total assets $ 119,592,691 $ 130,797,795
Liabilities and Equity
Mortgage loans, secured term loans, and secured revolving credit facilities, net $ 61,131,406 $ 61,693,678
Secured financings of investments in real estate debt 3,816,383 4,368,269
Senior obligations of consolidated securitization vehicles, at fair value 12,897,316 14,777,146
Unsecured revolving credit facilities and term loans 1,636,923 1,126,923
Due to affiliated entities 772,355 1,033,083
Other liabilities 3,991,268 3,978,665
Total liabilities 84,245,651 86,977,764
Commitments and contingencies - -
Redeemable non-controlling interests 174,073 197,537
Equity
Common stock - Class S shares, $0.01 par value per share, 3,000,000 shares authorized; 1,359,463 and 1,488,197 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
13,595 14,882
Common stock - Class I shares, $0.01 par value per share, 6,000,000 shares authorized; 2,172,090 and 2,402,959 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
21,721 24,030
Common stock - Class T shares, $0.01 par value per share, 500,000 shares authorized; 46,722 and 59,246 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
467 592
Common stock - Class D shares, $0.01 par value per share, 1,500,000 shares authorized; 140,983 and 154,794 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
1,410 1,548
Common stock - Class C shares, $0.01 par value per share, 500,000 shares authorized; 2,660 and 2,136 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
27 21
Additional paid-in capital 43,188,983 48,576,100
Accumulated other comprehensive income 254,680 345,975
Accumulated deficit and cumulative distributions (15,648,772) (12,612,581)
Total stockholders' equity 27,832,111 36,350,567
Non-controlling interests attributable to third party joint ventures 4,422,044 4,709,621
Non-controlling interests attributable to BREIT OP unitholders 2,918,812 2,562,306
Total equity 35,172,967 43,622,494
Total liabilities and equity $ 119,592,691 $ 130,797,795
See accompanying notes to condensed consolidated financial statements.
1

Blackstone Real Estate Income Trust, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Revenues
Rental revenue $ 1,854,256 $ 1,925,827 $ 5,729,865 $ 5,858,533
Hospitality revenue 137,847 145,837 421,153 564,802
Other revenue 102,563 115,569 291,109 324,893
Total revenues 2,094,666 2,187,233 6,442,127 6,748,228
Expenses
Rental property operating 938,025 958,571 2,754,192 2,747,770
Hospitality operating 97,870 103,585 291,754 384,997
General and administrative 15,368 16,960 49,668 51,258
Management fee 174,252 209,297 542,028 643,800
Impairment of investments in real estate 48,571 60,952 232,329 178,667
Depreciation and amortization 848,214 928,863 2,650,756 2,915,884
Total expenses 2,122,300 2,278,228 6,520,727 6,922,376
Other income (expense)
(Loss) income from unconsolidated entities (74,839) (153,656) (137,195) 380,968
Income from investments in real estate debt 184,849 192,145 610,117 580,948
Change in net assets of consolidated securitization vehicles 44,170 53,244 160,596 145,183
(Loss) income from interest rate derivatives (815,212) 410,655 (552,650) 257,068
Net gain on dispositions of real estate 988,970 985,189 1,271,414 1,775,016
Interest expense, net (853,014) (808,169) (2,542,584) (2,336,050)
Loss on extinguishment of debt (19,608) (26,484) (71,660) (35,025)
Other expense (35,408) (45,302) (19,241) (60,844)
Total other income (expense) (580,092) 607,622 (1,281,203) 707,264
Net (loss) income $ (607,726) $ 516,627 $ (1,359,803) $ 533,116
Net (income) loss attributable to non-controlling interests in third party joint ventures $ (37,374) $ 100,087 $ 31,685 $ 243,700
Net loss (income) attributable to non-controlling interests in BREIT OP unitholders 39,041 (28,420) 70,547 (34,643)
Net (loss) income attributable to BREIT stockholders $ (606,059) $ 588,294 $ (1,257,571) $ 742,173
Net (loss) income per share of common stock - basic and diluted $ (0.16) $ 0.14 $ (0.33) $ 0.16
Weighted-average shares of common stock outstanding, basic and diluted 3,740,039 4,307,884 3,862,356 4,498,411


See accompanying notes to condensed consolidated financial statements.

2

Blackstone Real Estate Income Trust, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net (loss) income $ (607,726) $ 516,627 $ (1,359,803) $ 533,116
Other comprehensive income (loss):
Foreign currency translation gain (loss), net 25,459 (26,342) 4,267 (754)
Unrealized (loss) gain on derivatives (210,629) 141,370 (105,330) 162,127
Unrealized (loss) gain on derivatives from unconsolidated entities (84,528) 87,780 (22,461) 85,569
Other comprehensive (loss) income (269,698) 202,808 (123,524) 246,942
Comprehensive (loss) income
(877,424) 719,435 (1,483,327) 780,058
Comprehensive loss attributable to non-controlling interests in third party joint ventures 16,233 69,964 57,245 206,919
Comprehensive loss (income) attributable to non-controlling interests in BREIT OP unitholders 51,626 (35,385) 77,216 (43,399)
Comprehensive (loss) income attributable to BREIT stockholders $ (809,565) $ 754,014 $ (1,348,866) $ 943,578



See accompanying notes to condensed consolidated financial statements.
3

Blackstone Real Estate Income Trust, Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(in thousands, except per share data)
Par Value Accumulated
Other Comprehensive Income 		Accumulated
Deficit and
Cumulative
Distributions 		Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures 		Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S 		Common
Stock
Class I 		Common
Stock
Class T 		Common
Stock
Class D 		Common
Stock
Class C 		Additional
Paid-in
Capital 		Total Stockholders' Equity Total
Equity
Balance at June 30, 2024 $ 13,860 $ 22,091 $ 505 $ 1,443 $ 27 $ 44,126,933 $ 458,186 $ (14,467,972) $ 30,155,073 $ 4,529,522 $ 2,817,072 $ 37,501,667
Common stock issued (transferred) 48 84 (23) - 2 440,915 - - 441,026 - - 441,026
Reduction in accrual for offering costs, net - - - - - 20,285 - - 20,285 - - 20,285
Distribution reinvestment 72 112 3 8 - 273,534 - - 273,729 - 28,394 302,123
Common stock/units repurchased (385) (769) (18) (41) (2) (1,705,408) - - (1,706,623) - (14,379) (1,721,002)
Amortization of compensation awards - 203 - - - 20,139 - - 20,342 - 2,703 23,045
Net loss ($1,609 of net loss allocated to redeemable non-controlling interests)
- - - - - - - (606,059) (606,059) 38,800 (38,858) (606,117)
Other comprehensive loss ($24 of other comprehensive loss allocated to redeemable non-controlling interests)
- - - - - - (203,506) - (203,506) (53,642) (12,526) (269,674)
Distributions declared on common stock and OP units
($0.1652 gross per share/unit)
- - - - - - - (574,741) (574,741) - (39,222) (613,963)
Contributions from non-controlling interests - - - - - - - - - 43,617 175,628 219,245
Operating distributions to non-controlling interests - - - - - - - - - (30,519) - (30,519)
Capital distributions to and redemptions of non-controlling interests - - - - - 4,794 - - 4,794 (105,734) - (100,940)
Allocation to redeemable non-controlling interests - - - - - 7,791 - - 7,791 - - 7,791
Balance at September 30, 2024 $ 13,595 $ 21,721 $ 467 $ 1,410 $ 27 $ 43,188,983 $ 254,680 $ (15,648,772) $ 27,832,111 $ 4,422,044 $ 2,918,812 $ 35,172,967
Par Value Accumulated
Other Comprehensive Loss 		Accumulated
Deficit and
Cumulative
Distributions 		Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures 		Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S 		Common
Stock
Class I 		Common
Stock
Class T 		Common
Stock
Class D 		Common
Stock
Class C 		Additional
Paid-in
Capital 		Total Stockholders' Equity Total
Equity
Balance at June 30, 2023 $ 15,577 $ 27,017 $ 665 $ 1,638 $ 20 $ 53,737,893 $ 429,613 $ (10,461,657) $ 43,750,766 $ 4,167,173 $ 1,518,353 $ 49,436,292
Common stock issued (transferred) 63 36 (18) 1 - 416,881 - - 416,963 - - 416,963
Reduction in accrual for offering costs, net - - - - - 41,344 - - 41,344 - - 41,344
Distribution reinvestment 75 121 4 8 - 305,524 - - 305,732 - - 305,732
Common stock/units repurchased (460) (2,195) (19) (59) - (4,026,831) - - (4,029,564) - (113,134) (4,142,698)
Amortization of compensation awards - 188 - - - 18,571 - - 18,759 - 1,717 20,476
Net income ($1,476 of net loss allocated to redeemable non-controlling interests)
- - - - - - - 588,294 588,294 (98,621) 28,430 518,103
Other comprehensive income ($79 of other comprehensive income allocated to redeemable non-controlling interests)
- - - - - - 165,720 - 165,720 30,204 6,963 202,887
Distributions declared on common stock
($0.1672 gross per share)
- - - - - - - (666,941) (666,941) - - (666,941)
Contributions from non-controlling interests - - - - - (17,098) - - (17,098) 238,470 1,061,230 1,282,602
Distributions to and redemptions of non-controlling interests - - - - - (7) - - (7) (21,226) (31,671) (52,904)
Allocation to redeemable non-controlling interests - - - - - 18,537 - - 18,537 - - 18,537
Balance at September 30, 2023 $ 15,255 $ 25,167 $ 632 $ 1,588 $ 20 $ 50,494,814 $ 595,333 $ (10,540,304) $ 40,592,505 $ 4,316,000 $ 2,471,888 $ 47,380,393
See accompanying notes to condensed consolidated financial statements.

4

Blackstone Real Estate Income Trust, Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(in thousands, except per share data)
Par Value Accumulated
Other Comprehensive Income 		Accumulated
Deficit and
Cumulative
Distributions 		Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures 		Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S 		Common
Stock
Class I 		Common
Stock
Class T 		Common
Stock
Class D 		Common
Stock
Class C 		Additional
Paid-in
Capital 		Total
Stockholders'
Equity 		Total
Equity
Balance at December 31, 2023 $ 14,882 $ 24,030 $ 592 $ 1,548 $ 21 $ 48,576,100 $ 345,975 $ (12,612,581) $ 36,350,567 $ 4,709,621 $ 2,562,306 $ 43,622,494
Common stock issued (transferred) 135 447 (68) 15 8 1,484,531 - - 1,485,068 - - 1,485,068
Reduction in accrual for offering costs, net - - - - - 120,934 - - 120,934 - - 120,934
Distribution reinvestment 221 345 10 25 - 846,073 - - 846,674 - 80,127 926,801
Common stock/units repurchased (1,643) (3,666) (67) (178) (2) (7,835,026) - - (7,840,582) - (123,462) (7,964,044)
Amortization of compensation awards - 565 - - - 55,838 - - 56,403 - 8,112 64,515
Net loss ($4,194 of net loss allocated to redeemable non-controlling interests)
- - - - - - - (1,257,571) (1,257,571) (27,801) (70,237) (1,355,609)
Other comprehensive loss ($118 of other comprehensive loss allocated to redeemable non-controlling interests)
- - - - - - (91,295) - (91,295) (25,497) (6,614) (123,406)
Distributions declared on common stock
and OP Units ($0.4959 gross per share/unit)
- - - - - - - (1,778,620) (1,778,620) - (112,777) (1,891,397)
Contributions from non-controlling interests - - - - - - - - - 178,317 581,357 759,674
Operating distributions to non-controlling interests - - - - - - - - - (103,812) - (103,812)
Capital distributions to and redemptions of non-controlling interests - - - - - (87,326) - - (87,326) (308,784) - (396,110)
Allocation to redeemable non-controlling interests - - - - - 27,859 - - 27,859 - - 27,859
Balance at September 30, 2024 $ 13,595 $ 21,721 $ 467 $ 1,410 $ 27 $ 43,188,983 $ 254,680 $ (15,648,772) $ 27,832,111 $ 4,422,044 $ 2,918,812 $ 35,172,967
Par Value Accumulated
Other Comprehensive Loss 		Accumulated Deficit and
Cumulative
Distributions 		Non-
controlling
Interests
Attributable
to Third Party
Joint Ventures 		Non-
controlling
Interests
Attributable
to BREIT OP
Unitholders
Common
Stock
Class S 		Common
Stock
Class I 		Common
Stock
Class T 		Common
Stock
Class D
Common
Stock
Class C
Additional
Paid-in
Capital 		Total
Stockholders'
Equity 		Total
Equity
Balance at December 31, 2022 $ 15,974 $ 23,947 $ 726 $ 4,214 $ - $ 53,212,494 393,928 $ (9,196,019) $ 44,455,264 $ 4,278,895 $ 1,466,592 $ 50,200,751
Common stock issued (transferred) 265 6,229 (47) (2,414) 20 6,518,690 - - 6,522,743 - - 6,522,743
Reduction in accrual for offering costs, net - - - - - 411,537 - - 411,537 - - 411,537
Distribution reinvestment 231 387 12 38 - 980,529 - - 981,197 - - 981,197
Common stock/units repurchased (1,215) (5,721) (59) (250) - (10,637,971) - - (10,645,216) - (325,567) (10,970,783)
Amortization of compensation awards - 325 - - - 32,150 - - 32,475 - 6,639 39,114
Net income ($2,239 of net loss allocated to redeemable non-controlling interests)
- - - - - - - 742,173 742,173 (239,777) 32,959 535,355
Other comprehensive income ($224 of other comprehensive income allocated to redeemable non-controlling interests)
- - - - - - 201,405 - 201,405 36,784 8,529 246,718
Distributions declared on common stock
($0.4999 gross per share)
- - - - - - - (2,086,458) (2,086,458) - - (2,086,458)
Contributions from non-controlling interests - - - - - (17,098) - - (17,098) 367,322 1,358,566 1,708,790
Distributions to and redemptions of non-controlling interests - - - - - (2,422) - - (2,422) (127,224) (75,830) (205,476)
Allocation to redeemable non-controlling interests - - - - - (3,095) - - (3,095) - - (3,095)
Balance at September 30, 2023 $ 15,255 $ 25,167 $ 632 $ 1,588 $ 20 $ 50,494,814 $ 595,333 $ (10,540,304) $ 40,592,505 $ 4,316,000 $ 2,471,888 $ 47,380,393
See accompanying notes to condensed consolidated financial statements.
5

Blackstone Real Estate Income Trust, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended September 30,
2024 2023
Cash flows from operating activities:
Net (loss) income $ (1,359,803) $ 533,116
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Management fee 542,028 643,800
Impairment of investments in real estate 232,329 178,667
Depreciation and amortization 2,650,756 2,915,884
Net gain on dispositions of real estate (1,271,414) (1,775,016)
Loss on extinguishment of debt 71,660 35,025
Unrealized loss (gain) on fair value of financial instruments 388,180 (94,233)
Loss (income) from unconsolidated entities 137,195 (380,968)
Distributions of earnings from unconsolidated entities 170,580 231,043
Other items 57,051 (60,905)
Change in assets and liabilities:
Increase in other assets (91,948) (241,153)
Increase in due to affiliated entities 23,932 4,877
Increase in other liabilities 82,169 145,647
Net cash provided by operating activities 1,632,715 2,135,784
Cash flows from investing activities:
Acquisitions of real estate - (37,208)
Capital improvements to real estate (832,252) (1,063,852)
Proceeds from disposition of real estate 5,623,806 6,259,374
Investment in unconsolidated entities (382,227) (335,837)
Dispositions of and return of capital from unconsolidated entities 798,407 1,834,827
Purchase of investments in real estate debt (50,081) (147,913)
Proceeds from sale/repayment of investments in real estate debt 1,860,456 1,100,455
Proceeds from repayments of real estate loans held by consolidated securitization vehicles 489,082 536,601
Collateral (posted) released under derivative contracts (29,371) 9,824
Other investing activities (126,391) 49,582
Net cash provided by investing activities 7,351,429 8,205,853
Cash flows from financing activities:
Borrowings under mortgage loans, secured term loans, and secured revolving credit facilities 11,981,932 5,975,427
Repayments of mortgage loans, secured term loans, and secured revolving credit facilities (12,517,023) (10,137,675)
Borrowings under secured financings of investments in real estate debt 628,353 238,812
Repayments of secured financings of investments in real estate debt (1,180,202) (590,670)
Borrowings under unsecured revolving credit facilities and term loans 3,682,638 -
Repayments of unsecured revolving credit facilities and term loans (3,172,638) -
Payment of deferred financing costs (188,107) (46,752)
Sales of senior obligations of consolidated securitization vehicles 84,671 115,677
Repayments of senior obligations of consolidated securitization vehicles (452,859) (479,505)
Proceeds from issuance of common stock 1,327,930 5,797,468
Subscriptions received in advance 143,247 41,167
Offering costs paid (156,150) (181,077)
Distributions (950,462) (1,112,589)
Repurchase of common stock (7,945,123) (9,334,191)
Contributions from redeemable non-controlling interest 1,005 351
Distributions to and redemption of redeemable non-controlling interest (7,404) (3,929)
Redemption of affiliated service provider incentive compensation awards (1,233) (215)
Contributions from non-controlling interests 27,704 259,191
Distributions to and redemptions of non-controlling interests (483,339) (467,370)
Net cash used in financing activities (9,177,060) (9,925,880)
Net change in cash and cash equivalents and restricted cash (192,916) 415,757
Cash, cash equivalents and restricted cash, beginning of period
2,695,020 2,254,492
Effects of foreign currency translation on cash, cash equivalents and restricted cash 828 (2,736)
Cash, cash equivalents and restricted cash, end of period
$ 2,502,932 $ 2,667,513
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents $ 1,477,491 $ 1,931,616
Restricted cash 1,025,441 735,897
Total cash, cash equivalents and restricted cash $ 2,502,932 $ 2,667,513
6

Non-cash investing and financing activities:
Issuance of Class I shares for settlement of joint venture promote liability $ 43,219 $ -
Issuance of BREIT OP units for settlement of joint venture promote liability $ 36,499 $ -
Accrued capital expenditures and acquisition related costs $ 2,178 $ -
Change in accrued stockholder servicing fee due to affiliate $ (278,886) $ (592,499)
Redeemable non-controlling interest issued as settlement of performance participation allocation $ 15,370 $ -
Issuance of Class B units and Class I shares for payment of management fees $ 547,802 $ 646,481
Exchange of redeemable non-controlling interest for Class I or Class C shares $ - $ 65,304
Exchange of redeemable non-controlling interest for Class I or Class B units $ - $ 278,990
Allocation to redeemable non-controlling interest $ 27,859 $ 3,095
Distribution reinvestment $ 926,801 $ 981,197
Accrued repurchases $ 476,621 $ 649,897
Conversion of equity securities to investments in unconsolidated entities $ 396,120 $ -
Collateral used in repayment of mortgage payable $ 23,414 $ -
Preferred interest investment retained upon disposition of real estate
$ 200,000 $ -
Receivable for proceeds from disposition of real estate $ 17,418 $ -
Net increase in additional paid-in capital resulting from purchases of non-controlling interest $ - $ 6,707
Receipt of interest rate derivative assets in exchange for interest rate contract receivables $ - $ 321,771
Insurance receivable for involuntary conversion $ 24,554 $ 26,785
Deconsolidation of securitization vehicles $ 1,958,620 $ -
Increases (decreases) in assets and liabilities resulting from change in control transactions:
Investments in real estate, net $ 290,659 $ 335,092
Other assets $ 3,714 $ (9,031)
Mortgage loans, net $ (119,883) $ (126,233)
Other liabilities $ (12,117) $ (22,444)
Non-controlling interests attributable to third party joint ventures $ (57,748) $ (109,568)



See accompanying notes to condensed consolidated financial statements.

7

Blackstone Real Estate Income Trust, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Business Purpose
Blackstone Real Estate Income Trust, Inc. ("BREIT" or the "Company") invests primarily in stabilized, income-generating commercial real estate in the United States and, to a lesser extent, outside the United States. The Company to a lesser extent invests in real estate debt investments. The Company is the sole general partner and majority limited partner of BREIT Operating Partnership L.P., a Delaware limited partnership ("BREIT OP"). BREIT Special Limited Partner L.P. (the "Special Limited Partner"), a wholly owned subsidiary of Blackstone Inc. (together with its affiliates, "Blackstone"), owns a special limited partner interest in BREIT OP. Substantially all of the Company's business is conducted through BREIT OP. The Company and BREIT OP are externally managed by BX REIT Advisors L.L.C. (the "Adviser"). The Adviser is part of the real estate group of Blackstone, a leading global investment manager. The Company was formed on November 16, 2015 as a Maryland corporation and qualifies as a real estate investment trust ("REIT") for U.S. federal income tax purposes.
The Company registered an offering with the Securities and Exchange Commission (the "SEC") of up to $60.0 billion in shares of common stock, consisting of up to $48.0 billion in shares in its primary offering and up to $12.0 billion in shares pursuant to its distribution reinvestment plan, which the Company began using to offer shares of its common stock in March 2022 (the "Current Offering"). The Company intends to sell any combination of its Class S, I, T and D shares of its common stock, with a dollar value up to the maximum aggregate amount of the Current Offering. The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. In addition to the Current Offering, the Company is conducting private offerings of Class I and Class C shares to certain feeder or other vehicles created to hold the Company's shares and other assets, which in turn will sell interests in itself to other investors, including non-U.S. persons, and to other persons, as described in the Company's prospectus. In addition, the Company may conduct one or more private offerings of Class F shares to certain feeder or other vehicles created to hold the Company's shares and other assets, which in turn will sell interests in itself to other investors, and to other persons, as described in the Company's prospectus. Any such private offering will be exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(a)(2) and/or Regulation D or Regulation S promulgated thereunder. The Company intends to continue selling shares on a monthly basis. As of September 30, 2024, the Company had received aggregate net proceeds of $76.5 billion from selling shares of the Company's common stock through the Current Offering, prior offerings registered with the SEC, and in unregistered private offerings.
As of September 30, 2024, the Company owned, in whole or in part, 4,675 properties and 63,688 single family rental homes. The Company currently operates in nine reportable segments: Rental Housing, Industrial, Net Lease, Data Centers, Hospitality, Self Storage, Retail, and Office properties, and Investments in Real Estate Debt. Rental Housing includes multifamily and other types of rental housing such as student, affordable, manufactured and single family rental housing, as well as senior living. Net Lease includes the real estate assets of The Bellagio Las Vegas (the "Bellagio") and The Cosmopolitan of Las Vegas (the "Cosmopolitan"). Financial results by segment are reported in Note 16 - Segment Reporting.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed 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. The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments, consisting of only normal recurring items, so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the Company's condensed consolidated financial statements are reasonable and prudent. The accompanying unaudited condensed 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, 2023, filed with the SEC.
The accompanying condensed consolidated financial statements include the accounts of the Company, the Company's subsidiaries, and joint ventures in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.

8

Principles of Consolidation
The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity ("VIE") and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities ("VOEs") and are evaluated for consolidation under the voting interest model. VOEs are consolidated when the Company controls the entity through a majority voting interest or other means.
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 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 also reported within non-controlling interests.
When the requirements for consolidation are not met and the Company has significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Investments in unconsolidated entities for which the Company has not elected a fair value option 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 fair value option ("FVO"), the Company records its share of net asset value of the entity and any related unrealized gains and losses.
The Company owns certain subordinate securities in CMBS securitizations that give the Company certain rights with respect to the underlying loans that serve as collateral for the CMBS securitization. In particular, these subordinate securities typically give the holder the right to direct certain activities of the securitization on behalf of all securityholders, which could impact the securitization's overall economic performance. Such rights, along with the obligation to absorb losses and receive benefits from the ownership of the subordinate securities, require consolidation of these securitizations, which are considered VIEs under GAAP.
As of September 30, 2024, the total assets and liabilities of the Company's consolidated VIEs, excluding BREIT OP, were $46.0 billion and $33.5 billion, respectively, compared to $50.3 billion and $37.4 billion, respectively, as of December 31, 2023. Such amounts are included on the Company's Condensed Consolidated Balance Sheets.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ materially from those estimates.
Fair Value Measurements
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). The Company uses 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 actively 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.
9

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 debt are reported at fair value. As of September 30, 2024 and December 31, 2023, the Company's investments in real estate debt, directly or indirectly, consisted of commercial mortgage-backed securities ("CMBS") and residential mortgage-backed securities ("RMBS"), which are securities backed by one or more mortgage loans secured by real estate assets, as well as corporate bonds, term loans, mezzanine loans, and other investments in debt issued by real estate-related companies or secured by real estate assets. The Company generally determines the fair value of its investments in real estate debt by utilizing third party pricing service providers whenever available.
In determining the fair value of a particular investment, 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 security, and incorporate specific collateral performance, as applicable.
Certain of the Company's investments in real estate debt, such as mezzanine loans and other investments, are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company generally engages third party service providers to perform valuations for such investments. The service provider will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. Refer to Note 5 for additional details on the Company's investments in real estate debt.
For CMBS securitizations the Company consolidates, it has elected to apply the measurement alternative under GAAP and measures both the financial assets and financial liabilities of the securitizations using the fair value of such financial liabilities, which it considers more observable than the fair value of such financial assets.
The Company's investments in equity securities of public and private real estate-related companies are reported at fair value. In determining the fair value of public equity securities, the Company utilizes the closing price of such securities in the principal market in which the security trades (Level 1 inputs). In determining the fair value of its preferred equity security, the Company utilizes inputs such as stock volatility, discount rate, and risk-free interest rate (Level 2 inputs). As of December 31, 2023, the Company's equity securities were recorded as a component of Other Assets on the Company's Condensed Consolidated Balance Sheets. As of September 30, 2024, there were no such equity securities.
The Company has elected the FVO for certain of its investments in unconsolidated entities and therefore, reports these investments at fair value. The Company separately values the assets and liabilities of the investments in unconsolidated entities. To determine the fair value of the real estate assets of the investments in unconsolidated entities, the Company utilizes a discounted cash flow methodology, taking into consideration various factors including discount rate and exit capitalization rate. The Company utilizes third party service providers to perform valuations of the indebtedness of the investments in unconsolidated entities. The fair value of the indebtedness of the investments in unconsolidated entities is determined by modeling the cash flows and discounting them back to the present value using weighted average cost of debt. Additionally, current market rates and conditions are considered 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 investments in unconsolidated entities at fair value. The inputs used in determining the Company's investments in unconsolidated entities carried at fair value are considered Level 3. The Company discloses the weighted average cost of capital, which combines the discount rate on the fair value of real estate and the weighted average cost of debt on the fair value of the indebtedness, and exit capitalization rate as key Level 3 inputs.
The Company's derivative financial instruments are reported at fair value and consist of foreign currency and interest rate contracts. The fair values of the Company's foreign currency and interest rate contracts were estimated using advice from a third party derivative specialist, based on contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads (Level 2 inputs).
10

The following table details the Company's assets and liabilities measured at fair value on a recurring basis ($ in thousands):
September 30, 2024 December 31, 2023
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Investments in real estate debt(1)
$ - $ 4,141,416 $ 1,146,290 $ 5,287,706 $ - $ 5,548,920 $ 1,241,712 $ 6,790,632
Real estate loans held by consolidated securitization vehicles, at fair value - 14,286,859 - 14,286,859 - 16,331,578 - 16,331,578
Equity securities(2)
- - - - 62,333 273,600 - 335,933
Investments in unconsolidated entities - - 4,147,186 4,147,186 - 549,138 3,672,455 4,221,593
Interest rate and foreign currency hedging derivatives(2)
- 1,510,326 - 1,510,326 - 2,160,266 - 2,160,266
Total $ - $ 19,938,601 $ 5,293,476 $ 25,232,077 $ 62,333 $ 24,863,502 $ 4,914,167 $ 29,840,002
Liabilities:
Senior obligations of consolidated securitization vehicles, at fair value $ - $ 12,897,316 $ - $ 12,897,316 $ - $ 14,777,146 $ - $ 14,777,146
Interest rate and foreign currency hedging derivatives(3)
- 24,305 - 24,305 - 34,236 - 34,236
Total $ - $ 12,921,621 $ - $ 12,921,621 $ - $ 14,811,382 $ - $ 14,811,382
(1)Excludes $239.1 million of investments measured at fair value using NAV as a practical expedient that are not classified in the fair value hierarchy, as of September 30, 2024.
(2)Included in Other Assets in the Company's Condensed Consolidated Balance Sheets.
(3)Included in Other Liabilities in the Company's Condensed Consolidated Balance Sheets.
The following table details the Company's assets and liabilities measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):
Investments in
Real Estate Debt
Investments in
Unconsolidated Entities 		Total
Balance as of December 31, 2023
$ 1,241,712 $ 3,672,455 $ 4,914,167
Purchases and contributions 221,108 539,191 760,299
Sales and repayments (321,730) - (321,730)
Distributions received - (190,696) (190,696)
Included in net income (loss)
Gain from unconsolidated entities measured at fair value
- 126,236 126,236
Realized loss
(732) - (732)
Unrealized gain
5,932 - 5,932
Balance as of September 30, 2024 $ 1,146,290 $ 4,147,186 $ 5,293,476
11

The following tables contain the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):
September 30, 2024
Fair Value Valuation Technique Unobservable Inputs Weighted Average Rate Impact to Valuation from an Increase in Input
Assets
Investments in real estate loans $ 1,146,290
Yield method
Market yield
9.6% Decrease
Investments in unconsolidated entities $ 4,147,186 Discounted cash flow
Weighted average cost of capital
8.2% Decrease
Exit capitalization rate
5.2% Decrease

December 31, 2023
Fair Value Valuation Technique Unobservable Inputs Weighted Average Rate Impact to Valuation from an Increase in Input
Assets
Investments in real estate loans $ 1,241,712
Yield method
Market yield
10.1% Decrease
Investments in unconsolidated entities $ 3,672,455
Discounted cash flow
Weighted average cost of capital
7.7% 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.
During the three months ended September 30, 2024, the Company recognized an aggregate $20.9 million of impairment charges related to one affordable housing property, one student housing property, and various single family rental homes. The impairments reduced the GAAP carrying amount of such investments to their fair value, and were the result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, as the Company is considering a potential disposition of these investments. The cumulative fair value of such real estate investments at the time of impairment was $97.9 million, and was estimated utilizing a discounted cash flow method. The significant unobservable inputs utilized in the analysis were the discount rate (Level 3), which ranged from 6.2% to 8.6%, and the exit capitalization rate (Level 3), which ranged from 5.0% to 7.1%.
Additionally, during the three months ended September 30, 2024, the Company recognized an aggregate $27.7 million of impairment charges related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs. The fair value, less estimated costs to sell, of such real estate investments at the time of impairment was $304.2 million. The significant unobservable input utilized in the analysis was the purchase price, which is considered a Level 2 input. Refer to Note 3 for additional details of the impairments.
Valuation of liabilities not measured at fair value
As of September 30, 2024 and December 31, 2023, the fair value of the Company's mortgage loans, secured term loans, secured revolving credit facilities, secured financings on investments in real estate debt, and unsecured revolving credit facilities was $0.7 billion and $1.3 billion, respectively, below carrying value. 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 its equity discount rate. Additionally, current market rates and conditions are considered by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The Company utilizes third party service providers to perform these valuations. The inputs used in determining the fair value of the Company's indebtedness are considered Level 3.
12

Stock-Based Compensation
The Company's stock-based compensation consists of incentive compensation awards issued to certain employees of Home Partners of America ("HPA"), April Housing, and American Campus Communities ("ACC"), all of which are consolidated subsidiaries of BREIT, and certain employees of portfolio company service providers owned by Blackstone-advised investment vehicles. Such awards vest over time and stock-based compensation expense is recognized for these awards using a graded vesting attribution method over the applicable vesting period of each award, based on the value of the awards on their grant date, as adjusted for forfeitures. The awards are subject to service periods ranging from three to four years. The vesting conditions that are based on the Company achieving certain returns, or other key performance metrics, over a stated hurdle amount are considered market conditions. The achievement of returns, or other key performance metrics, over the stated hurdle amounts, which affect the quantity of awards that vest, is considered a performance condition. If the Company determines it is probable that the performance conditions will be met, the value of the award will be amortized over the service periods, as adjusted for forfeitures. If the Company determines it is not probable that the performance conditions will be met, the value of the award is considered zero and any previous amortization will be reversed. The number of awards expected to vest is evaluated each reporting period and compensation expense is recognized for those awards for which achievement of the performance criteria is considered probable.
Refer to Note 10 for additional information on the awards issued to certain employees of portfolio companies owned by Blackstone-advised investment vehicles. The following table details the incentive compensation awards issued to certain employees of HPA, April Housing and ACC ($ in thousands):
December 31, 2023
For the Nine Months Ended September 30, 2024 September 30, 2024
Plan Year Unrecognized Compensation Cost Forfeiture of Unvested Awards Value of Awards Issued Amortization of Compensation Cost Unrecognized Compensation Cost Remaining Amortization Period
2022 $ 8,284 $ - $ - $ (3,246) $ 5,038 1.4 years
2023 15,413 - - (7,656) 7,757 1.4 years
2024 - - 20,282 (9,225) 11,057 2.1 years
Total $ 23,697 $ - $ 20,282 $ (20,127) $ 23,852
Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on the entity's effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The adoption of ASU 2023-07 will require additional disclosures, as discussed above, which we do not believe will materially impact our consolidated financial statements.
13

3. Investments in Real Estate
Investments in real estate, net consisted of the following ($ in thousands):
September 30, 2024 December 31, 2023
Building and building improvements $ 74,225,569 $ 78,214,115
Land and land improvements 16,940,035 17,835,688
Furniture, fixtures and equipment 2,440,767 2,389,383
Right of use asset - operating leases(1)
1,061,477 1,093,479
Right of use asset - financing leases(1)
72,862 72,862
Total 94,740,710 99,605,527
Accumulated depreciation and amortization (10,199,924) (8,526,517)
Investments in real estate, net $ 84,540,786 $ 91,079,010
(1)Refer to Note 15 for additional details on the Company's leases.

Acquisitions

There were no acquisitions during the nine months ended September 30, 2024.
Dispositions
The following tables detail the dispositions during the periods set forth below ($ in thousands):
Three Months Ended
September 30, 2024 		Nine Months Ended
September 30, 2024
Segments Number of Properties Net Proceeds
Net Gain(1)
Number of Properties Net Proceeds
Net Gain(1)
Rental Housing properties(2)(3)
52 $ 3,534,145 $ 951,410 106 $ 4,736,946 $ 1,028,656
Industrial properties 3 97,714 12,868 34 789,863 198,309
Retail properties 3 90,778 16,168 13 278,422 35,925
Hospitality properties 2 43,657 8,524 2 43,657 8,524
Total 60 $ 3,766,294 $ 988,970 155 $ 5,848,888 $ 1,271,414
Three Months Ended
September 30, 2023 		Nine Months Ended
September 30, 2023
Segments Number of Properties Net Proceeds
Net Gain (Loss)(1)
Number of Properties Net Proceeds
Net Gain (Loss)(1)
Self Storage properties
128 $ 2,146,669 $ 697,055 128 $ 2,146,669 $ 697,055
Rental Housing properties(2)
20 875,505 232,719 93 2,295,309 628,779
Hospitality properties 7 152,156 34,135 14 1,066,793 345,246
Industrial properties 2 39,624 22,136 14 473,649 97,699
Retail properties - - - 4 104,450 7,093
Office properties 1 172,504 (856) 1 172,504 (856)
Total 158 $ 3,386,458 $ 985,189 254 $ 6,259,374 $ 1,775,016
(1)For the three months ended September 30, 2024, net gain includes gains of $1.0 billion and losses of $18.2 million. For the nine months ended September 30, 2024, net gain includes gains of $1.3 billion and losses of $49.4 million. For the three months ended September 30, 2023, net gain (loss) includes gains of $989.1 million and losses of $3.9 million. For the nine months ended September 30, 2023, net gain (loss) includes gains of $1.8 billion and losses of $48.0 million.
(2)The number of properties excludes single family rental homes sold.
(3)For the three months and nine months ended September 30, 2024, net proceeds includes a $200.0 million preferred interest investment retained upon the sale of 19 student housing properties.

14

Properties Held-for-Sale
As of September 30, 2024, nine properties in the industrial segment, seven properties in the rental housing segment, one property in the hospitality segment, one property in the self storage segment, one property in the retail segment and various single family rental homes were classified as held-for-sale. The held-for-sale assets and related liabilities are included as components of Other Assets and Other Liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.
The following table details the assets and liabilities of the Company's properties classified as held-for-sale ($ in thousands):
Assets: September 30, 2024
Investments in real estate, net $ 665,663
Other assets 7,856
Total assets $ 673,519
Liabilities:
Mortgage loans, net $ 249,303
Other liabilities 15,785
Total liabilities $ 265,088
Impairment
During the three months ended September 30, 2024, the Company recognized an aggregate $48.6 million of impairment charges including (i) $20.9 million related to one affordable housing property, one student housing property, and various single family rental homes as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, and (ii) $27.7 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.
During the nine months ended September 30, 2024, the Company recognized an aggregate $232.3 million of impairment charges including (i) $133.0 million related to four student housing properties, three affordable housing properties, one industrial property, and various single family rental homes as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, and (ii) $99.3 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.
During the three months ended September 30, 2023, the Company recognized an aggregate $61.0 million of impairment charges related predominantly to seven affordable housing properties, and to a lesser extent, single family rental homes as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period.
During the nine months ended September 30, 2023, the Company recognized an aggregate $178.7 million of impairment charges including (i) $166.2 million related to one office property, 19 affordable housing properties, and to a lesser extent, single family rental homes as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, and (ii) $12.5 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.
15

4. Investments in Unconsolidated Entities
The Company holds investments in joint ventures that it accounts for under the equity method of accounting or the fair value option, as the Company's ownership interest in each joint venture does not meet the requirements for consolidation. Refer to Note 2 for additional details.
The following tables detail the Company's investments in unconsolidated entities ($ in thousands):
September 30, 2024
Investment in Joint Venture Segment Number of Joint Ventures Number of Properties Ownership
Interest 		Book Value
Unconsolidated entities carried at historical cost:
QTS Data Centers(1)
Data Centers 1 100 35.7% $ 1,299,186
Rental Housing investments(2)
Rental Housing 11 7
12.2% - 67.0%
797,829
Hospitality investment Hospitality 1 196 30.0% 281,883
Industrial investments(3)
Industrial 3 56
10.1% - 22.4%
254,404
Retail investments Retail 2 8 50.0% 89,807
Total unconsolidated entities carried at historical cost 18 367 2,723,109
Unconsolidated entities carried at fair value:
Industrial investments(4)
Industrial 11 2,070
12.4% - 85.0%
3,271,381
Office investment
Office 1 1 49.0% 461,488
Rental Housing investment(5)
Rental Housing 1 11 11.6% 414,317
Total unconsolidated entities carried at
fair value
13 2,082 4,147,186
Total
31 2,449 $ 6,870,295
(1)The Company along with certain Blackstone-advised investment vehicles formed a joint venture ("QTS Data Centers") and acquired all outstanding shares of common stock of QTS Realty Trust ("QTS").
(2)Includes 10,427 single family rental homes that are not included in the number of properties.
(3)Includes $254.4 million from investments in three joint ventures formed by the Company and certain Blackstone-advised investment vehicles.
(4)Includes $2.4 billion from investments in three joint ventures formed by the Company and certain Blackstone-advised investment vehicles.
(5)On May 1, 2024, the Company alongside another Blackstone-advised investment vehicle formed a joint venture that acquired all of the outstanding common shares of Tricon Residential Inc. ("Tricon") for a total equity transaction value of $3.5 billion. As part of the transaction, the Company converted its prior investment in common and preferred stock of Tricon to an interest in the newly formed joint venture, which is recorded under investments in unconsolidated entities. As of September 30, 2024, the number of properties excludes 37,297 single family rental homes.



16

December 31, 2023
Investment in Joint Venture Segment Number of Joint Ventures Number of Properties Ownership
Interest 		Book Value
Unconsolidated entities carried at historical cost:
QTS Data Centers(1)
Data Centers 1 89 35.7% $ 1,530,875
Rental Housing investments(2)
Rental Housing 37 31
12.2% - 58.2%
948,768
Hospitality investment Hospitality 1 196 30.0% 297,990
Industrial investments(3)
Industrial 3 56
10.1% - 22.4%
244,226
Retail investments Retail 2 7 50.0% 94,877
Total unconsolidated entities carried at historical cost 44 379 3,116,736
Unconsolidated entities at carried at fair value:
Industrial investments(4)
Industrial 11 2,086
12.4% - 85.0%
3,184,829
Data Center investments(5)
Data Centers 1 N/A 8.8% 549,138
Office investment
Office 1 1 49.0% 487,626
Total unconsolidated entities carried at
fair value
13 2,087 4,221,593
Total 57 2,466 $ 7,338,329
(1)The Company along with certain Blackstone-advised investment vehicles formed a joint venture ("QTS Data Centers") and acquired all outstanding shares of common stock of QTS Realty Trust ("QTS").
(2)Includes 10,658 wholly owned single family rental homes, that are not included in the number of properties.
(3)Includes $244.2 million from investments in three joint ventures formed by the Company and certain Blackstone-advised investment vehicles.
(4)Includes $2.3 billion from investments in three joint ventures formed by the Company and certain Blackstone-advised investment vehicles.
(5)Includes $549.1 million from investments in a digital towers joint venture formed by the Company and certain Blackstone-advised investment vehicles.

The following table details the Company's income from unconsolidated entities ($ in thousands):
For the Three Months Ended September 30,
BREIT (Loss) Income from Unconsolidated Entities Segment 2024 2023
Unconsolidated entities carried at historical cost:
QTS Data Centers Data Centers $ (227,994) $ 2,057
Rental Housing investments Rental Housing (5,152) (10,320)
Hospitality investment Hospitality (1,701) (2,032)
Industrial investments Industrial (3,175) (3,557)
Retail investments Retail (1,159) 873
Total unconsolidated entities carried at historical cost (239,181) (12,979)
Unconsolidated entities carried at fair value:
Industrial investments
Industrial 88,417 (154,177)
Data Center investments
Data Centers - (3,084)
Office investment
Office (6,535) 16,584
Rental Housing investments Rental Housing 82,460 -
Total unconsolidated entities carried at fair value 164,342 (140,677)
Total $ (74,839) $ (153,656)

17

For the Nine Months Ended September 30,
BREIT (Loss) Income from Unconsolidated Entities
Segment 2024 2023
Unconsolidated entities carried at historical cost:
QTS Data Centers Data Centers $ (212,008) $ (46,462)
Rental Housing investments Rental Housing (19,030) (25,467)
Hospitality investment Hospitality (6,806) (2,746)
Industrial investments Industrial (5,641) (9,492)
Retail investments Retail (2,887) 498
MGM Grand & Mandalay Bay(1)
Net Lease - 432,528
Total unconsolidated entities carried at historical cost
(246,372) 348,859
Unconsolidated entities carried at fair value:
Industrial investments(2)
Industrial 37,607 29,267
Data Center investments(3)
Data Centers (17,698) 351
Office investment
Office 7,053 2,491
Rental Housing investments Rental Housing 82,215 -
Total unconsolidated entities carried at fair value
109,177 32,109
Total $ (137,195) $ 380,968
(1)On January 9, 2023, the Company sold its 49.9% interest in MGM Grand Las Vegas and Mandalay Bay Resort for cash consideration of $1.3 billion, resulting in a gain on sale of $430.4 million.
(2)On May 25, 2023, the Company sold its 7.9% interest in a logistics business to an affiliate of Blackstone for cash consideration of $547.0 million, resulting in a realized gain of $37.1 million.
(3)On March 27, 2024, the Company sold its remaining 8.8% interest in a digital towers joint venture for cash consideration of $531.4 million, resulting in a realized loss on sale of $17.4 million, which was primarily driven by transaction costs.
18

5. Investments in Real Estate Debt
The following tables detail the Company's investments in real estate debt ($ in thousands):
September 30, 2024
Type of Security/Loan(1)
Weighted
Average
Coupon(2)
Weighted
Average
Maturity Date(3)
Face
Amount 		Cost
Basis 		Fair
Value
CMBS(4)
+4.2%
4/1/2032 $ 4,149,767 $ 4,127,894 $ 3,885,019
RMBS 4.2% 5/31/2058 184,317 180,637 147,078
Corporate bonds 4.9% 6/6/2028 56,119 56,003 52,182
Total real estate securities 8.9% 2/21/2033 4,390,203 4,364,534 4,084,279
Commercial real estate loans
+4.4%
5/15/2027 1,096,174 1,091,916 1,088,403
Other investments(5)(6)
5.7% 9/21/2029 333,109 316,146 354,089
Total investments in real estate debt
8.7%
11/2/2031 $ 5,819,486 $ 5,772,596 $ 5,526,771
December 31, 2023
Type of Security/Loan(1)
Weighted
Average
Coupon(2)
Weighted
Average
Maturity Date(3)
Face
Amount 		Cost
Basis 		Fair
Value
CMBS(4)
+4.0%
7/16/2032 $ 5,342,253 $ 5,316,300 $ 4,933,372
RMBS
4.2%
3/11/2060 294,493 285,059 214,124
Corporate bonds 5.0% 7/9/2031 92,312 94,068 84,744
Total real estate securities 8.8% 8/28/2033 5,729,058 5,695,427 5,232,240
Commercial real estate loans
+5.9%
10/12/2026 1,208,030 1,200,548 1,196,640
Other investments(5)(6)
5.7% 9/21/2029 392,226 367,730 361,752
Total investments in real estate debt
8.8%
3/26/2032 $ 7,329,314 $ 7,263,705 $ 6,790,632

(1)This table does not include the Company's Controlling Class Securities in certain CMBS securitizations that have been consolidated on the Company's financial statements. The underlying collateral loans and the senior CMBS positions owned by third parties of such securitizations are presented separately on the Company's Condensed Consolidated Balance Sheets. See Note 6 to the condensed consolidated financial statements.
(2)The symbol "+" refers to the relevant floating benchmark rates, which include Secured Overnight Financing Rate ("SOFR"), Sterling Overnight Index Average ("SONIA"), and Euro Interbank Offer Rate ("EURIBOR"), as applicable to each security and loan. Fixed rate CMBS and commercial real estate loans are reflected as a spread over the relevant floating benchmark rates for purposes of the weighted-averages. Weighted Average Coupon for CMBS does not include zero-coupon securities.
(3)Weighted average maturity date is based on the fully extended maturity date of the instrument.
(4)Face amount excludes interest-only securities with a notional amount of $1.9 billion and $0.6 billion as of September 30, 2024 and December 31, 2023, respectively.
(5)Includes interests in unconsolidated joint ventures that hold investments in real estate debt.
(6)Weighted average coupon rate and weighted average maturity date exclude the Company's investment in a joint venture with the Federal Deposit Insurance Corporation ("FDIC").
19

The following table details the collateral type of the properties securing the Company's investments in real estate debt ($ in thousands):
September 30, 2024 December 31, 2023
Collateral(1)
Cost
Basis 		Fair
Value 		Percentage Based on Fair Value Cost
Basis 		Fair
Value 		Percentage Based on Fair Value
Industrial $ 2,076,317 $ 2,030,006 37% $ 2,556,000 $ 2,429,510 36%
Rental Housing(2)
1,940,968 1,918,950 35% 2,081,681 1,954,601 29%
Net Lease 858,036 860,902 15% 950,174 941,125 14%
Hospitality 345,231 333,854 6% 899,669 869,858 13%
Office 378,673 217,619 4% 417,846 252,754 4%
Other 121,046 117,881 2% 297,394 288,748 4%
Diversified 52,325 47,559 1% 60,941 54,036 -%
Total $ 5,772,596 $ 5,526,771 100% $ 7,263,705 $ 6,790,632 100%
(1)This table does not include the Company's Controlling Class Securities in certain CMBS securitizations that have been consolidated on the Company's financial statements. The underlying collateral loans and the senior CMBS positions owned by third parties of such securitizations are presented separately on the Company's Condensed Consolidated Balance Sheets. See Note 6 to the condensed consolidated financial statements.
(2)Rental Housing investments in real estate debt are collateralized by various forms of rental housing including apartments and single family rental homes.
The following table details the credit rating of the Company's investments in real estate debt ($ in thousands):
September 30, 2024 December 31, 2023
Credit Rating(1)
Cost
Basis 		Fair
Value 		Percentage Based on Fair Value Cost
Basis 		Fair
Value 		Percentage Based on Fair Value
AA $ - $ - -% $ 77,200 $ 76,019 1%
A 59,200 57,842 1% 84,021 81,783 1%
BBB 773,344 771,758 14% 868,440 850,277 13%
BB 802,138 769,969 14% 1,356,535 1,229,290 18%
B 610,061 557,387 10% 1,045,548 931,583 14%
CCC and below 122,954 30,494 1% 89,771 42,032 1%
Private commercial real estate loans 1,091,916 1,088,403 20% 1,200,548 1,196,640 18%
Not rated(2)
2,312,983 2,250,918 40% 2,541,642 2,383,008 34%
Total $ 5,772,596 $ 5,526,771 100% $ 7,263,705 $ 6,790,632 100%
(1)This table does not include the Company's Controlling Class Securities in certain CMBS securitizations that have been consolidated on the Company's financial statements. The underlying collateral loans and the senior CMBS positions owned by third parties of such securitizations are presented separately on the Company's Condensed Consolidated Balance Sheets. See Note 6 to the condensed consolidated financial statements.
(2)As of September 30, 2024, not rated positions have a weighted-average loan-to-value ("LTV") at origination of 58%, are primarily composed of 53% industrial and 43% rental housing assets, and include interest-only securities with a fair value of $6.5 million.
20

The following table details the Company's income from investments in real estate debt ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Interest income $ 149,193 $ 176,464 $ 483,423 $ 531,489
Unrealized gain 53,559 23,458 178,929 90,820
Realized loss (5,160) (24,134) (43,510) (41,492)
Total 197,592 175,788 618,842 580,817
Net realized and unrealized (loss) gain on derivatives (5,710) 8,185 (748) 1,068
Net realized and unrealized (loss) gain on secured financings of investments in real estate debt (6,810) 9,409 37 782
Other expense (223) (1,237) (8,014) (1,719)
Total income from investments in real estate debt $ 184,849 $ 192,145 $ 610,117 $ 580,948
The Company's investments in real estate debt included certain CMBS and loans collateralized by properties owned by other Blackstone-advised investment vehicles. The following table details the Company's investments in such real estate debt ($ in thousands):
Fair Value Income (Loss)
Three Months Ended September 30, Nine Months Ended September 30,
September 30, 2024 December 31, 2023 2024 2023 2024 2023
CMBS $ 798,496 $ 1,525,134 $ 21,977 $ 39,088 $ 111,361 $ 113,676
Commercial real estate loans 455,178 557,549 17,221 12,309 43,514 80,492
Total $ 1,253,674 $ 2,082,683 $ 39,198 $ 51,397 $ 154,875 $ 194,168
The Company acquired such CMBS from third parties on market terms negotiated by the majority third party investors. The Company has forgone all non-economic rights under these CMBS, including voting rights, so long as the Blackstone-advised investment vehicles either own the properties collateralizing the underlying loans, or have an interest in a different part of the capital structure of such CMBS.
The Company acquired commercial real estate loans to borrowers that are owned by Blackstone-advised investment vehicles. The Company has forgone all non-economic rights under these loans, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrowers. These loans were negotiated by third parties without the Company's involvement.
As of September 30, 2024 and December 31, 2023, the Company's investments in real estate debt also included $1.8 billion and $1.9 billion, respectively, of CMBS collateralized, in part, by certain of the Company's mortgage loans. During the three and nine months ended September 30, 2024, the Company recognized $55.1 million and $194.1 million of income, respectively, related to such CMBS. During the three and nine months ended September 30, 2023, the Company recognized $69.3 million and $190.4 million of income, respectively, related to such CMBS.

21

6. Consolidated Securitization Vehicles

The Company has acquired the controlling class securities of certain CMBS securitizations resulting in the consolidation of such securitizations on its Condensed Consolidated Balance Sheets. The consolidation of these securitizations results in a gross presentation of the underlying collateral loans as discrete assets, as well as inclusion of the senior CMBS positions owned by third parties, which are presented as liabilities on the Company's Condensed Consolidated Balance Sheets. The assets of any particular consolidated securitization can only be used to satisfy the liabilities of that securitization and such assets are not available to the Company for any other purpose. Similarly, the senior CMBS obligations of these securitizations can only be satisfied through repayment of the underlying collateral loans, as they do not have any recourse to the Company or its assets, nor has the Company provided any guarantees with respect to the performance or repayment of the senior CMBS obligations.
The following tables detail the real estate loans held by the consolidated securitization vehicles and the related senior obligations of consolidated securitization vehicles ($ in thousands):
September 30, 2024
Count Principal
Value 		Fair
Value
Wtd. Avg. Yield/Cost(1)
Wtd. Avg. Term(2)
Real estate loans held by consolidated securitization vehicles 199 $ 13,997,167 $ 14,286,859 6.7 % 12/20/2025
Senior obligations of consolidated securitization vehicles 19 12,530,636 12,897,316 6.5 % 12/28/2025
Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles
19 $ 1,466,531 $ 1,389,543 8.2 % 10/14/2025

December 31, 2023
Count Principal
Value 		Fair
Value
Wtd. Avg. Yield/Cost(1)
Wtd. Avg. Term(2)
Real estate loans held by consolidated securitization vehicles 291 $ 16,551,341 $ 16,331,578 6.3 % 11/21/2025
Senior obligations of consolidated securitization vehicles 21 14,835,899 14,777,146 6.1 % 12/09/2025
Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles
21 $ 1,715,442 $ 1,554,432 7.8 % 6/22/2025

(1)The weighted-average yield and cost represent the all-in rate, which includes both fixed and floating rates, as applicable to each securitization vehicle.
(2)Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower. Repayments of senior obligations of consolidated securitization vehicles are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.


22

7. Mortgage Loans, Secured Term Loans, and Secured Revolving Credit Facilities
The following table details the mortgage loans, secured term loans, and secured revolving credit facilities secured by the Company's real estate ($ in thousands):
September 30, 2024 Principal Balance Outstanding
Indebtedness
Weighted
Average
Interest Rate(1)
Weighted
Average
Maturity Date (2)(3)
Maximum
Facility Size 		September 30, 2024 December 31, 2023
Fixed rate loans:
Fixed rate mortgages(4)
3.8% 8/15/2029 N/A $ 22,283,122 $ 23,872,148
Variable rate loans:
Variable rate mortgages and secured term loans +2.5% 11/9/2027 N/A 32,708,839 32,316,849
Variable rate warehouse facilities(5)
+2.1% 7/30/2025 $ 4,008,497 2,972,009 3,541,543
Variable rate secured revolving credit facilities
+1.9% 8/19/2027 $ 3,704,708 3,694,691 2,489,784
Total variable rate loans +2.4% 8/30/2027 39,375,539 38,348,176
Total loans secured by real estate 6.2% 5/15/2028 61,658,661 62,220,324
(Discount) premium on assumed debt, net (97,803) (103,828)
Deferred financing costs, net (429,452) (422,818)
Mortgage loans, secured term loans, and secured revolving credit facilities, net $ 61,131,406 $ 61,693,678
(1)"+" refers to the relevant floating benchmark rates, which include SOFR, Canadian Overnight Repo Rate Average ("CORRA"), and EURIBOR as applicable to each loan. As of September 30, 2024, the Company had outstanding interest rate swaps with an aggregate notional balance of $32.3 billion and interest rate caps with an aggregate notional balance of $11.9 billion that mitigate its exposure to potential future interest rate increases under its floating-rate debt. Total weighted average interest rate does not include the impact of derivatives.
(2)Weighted average maturity assumes maximum maturity date, including any extensions, where the Company, at its sole discretion, has one or more extension options.
(3)The majority of the Company's mortgages contain yield or spread maintenance provisions.
(4)Includes $293.8 million and $293.3 million of loans related to investments in affordable housing properties as of September 30, 2024 and December 31, 2023, respectively. Such loans are generally from municipalities, housing authorities, and other third parties administered through government sponsored affordable housing programs. Certain of these loans may be forgiven if specific affordable housing conditions are maintained.
(5)Additional borrowings under the Company's variable rate warehouse facilities require additional collateral, which are subject to lender approval.
The following table details the future principal payments due under the Company's mortgage loans, secured term loans, and secured revolving credit facilities as of September 30, 2024 ($ in thousands):
Year Amount
2024 (remaining) $ 1,037,671
2025 4,302,498
2026 14,228,828
2027 19,997,612
2028 4,603,220
2029 10,130,457
Thereafter 7,358,375
Total $ 61,658,661
The Company repaid certain of its loans in conjunction with the sale or refinancing of the underlying properties and incurred an aggregate realized net loss on extinguishment of debt of $19.6 million and $71.7 million for the three and nine months ended September 30, 2024, respectively. The Company incurred an aggregate net realized loss on extinguishment of debt of $26.5 million and $35.0 million, for the three and nine months ended September 30, 2023, respectively. Such losses primarily resulted from the acceleration of related deferred financing costs, prepayment penalties, and transaction costs.
The Company is subject to various financial and operational covenants under certain of its mortgage loans, secured term loans, and secured revolving credit facility agreements. These covenants require the Company to maintain certain financial ratios, which include leverage, debt yield, and debt service coverage, among others. As of September 30, 2024, the Company was in compliance with all of its loan covenants.
23

8. Secured Financings of Investments in Real Estate Debt
The Company has entered into master repurchase agreements and other financing agreements secured by certain of its investments in real estate debt. The terms of the master repurchase agreements and other financing agreements provide the lenders the ability to determine the size and terms of the financing provided based upon the particular collateral pledged by the Company from time to time, and may require the Company to provide additional collateral in the form of cash, securities, or other assets if the market value of such financed investments declines.
As of September 30, 2024 and December 31, 2023, the Company's secured financings of investments in real estate debt was $3.8 billion and $4.4 billion, respectively. As of September 30, 2024, the secured financings had a weighted average maturity date of October 20, 2025, and a weighted average interest rate of 1.5% over the relevant floating benchmark rates of the applicable financings, which include SOFR, EURIBOR, and SONIA.
As of September 30, 2024 and December 31, 2023, the Company had interest rate swaps outstanding with a notional value of $0.4 billion and $0.6 billion, respectively, that effectively convert a portion of its fixed rate investments in real estate debt to floating rates to mitigate its exposure to potential future interest rate increases under its floating-rate debt. Weighted average interest rate does not include the impact of such interest rate swaps or other derivatives.
9. Unsecured Revolving Credit Facilities and Term Loans
The Company is party to unsecured credit facilities with multiple banks. The credit facilities have a weighted average maturity date of December 1, 2024, which may be extended for one year, and an interest rate of SOFR +2.5%. As of September 30, 2024 and December 31, 2023, the maximum capacity of the credit facilities was $6.1 billion and $5.6 billion, respectively. As of September 30, 2024, the aggregate outstanding balance of borrowings under these unsecured credit facilities was $0.5 billion. As of December 31, 2023, there were no such outstanding borrowings.
The Company is party to unsecured term loans with multiple banks. The term loans have a weighted average maturity date of January 30, 2026 and an interest rate of SOFR +2.5%. As of both September 30, 2024 and December 31, 2023, the aggregate outstanding balance of the unsecured term loans was $1.1 billion.
The Company is party to an unsecured, uncommitted line of credit (the "Line of Credit") up to a maximum amount of $75.0 million with an affiliate of Blackstone (the "Lender"). The Line of Credit expires on January 24, 2025, and may be extended for up to 12 months, subject to Lender approval. The interest rate is equivalent to the then-current rate offered to the Company by a third party lender, or, if no such rate is available, SOFR +2.5%. Each advance under the Line of Credit is repayable on the earliest of (i) the expiration of the Line of Credit, (ii) Lender's demand, and (iii) the date on which the Adviser no longer acts as the Company's external manager, provided that the Company will have 180 days to make such repayment in the cases of clauses (i) and (ii) and 45 days to make such repayment in the case of clause (iii). As of September 30, 2024 and December 31, 2023, the Company had no outstanding borrowings under the Line of Credit.
24

10. Related Party Transactions
Due to Affiliated Entities
The following table details the components of due to affiliated entities ($ in thousands):
September 30, 2024 December 31, 2023
Accrued stockholder servicing fee $ 682,768 $ 961,654
Accrued management fee 57,731 63,505
Accrued service provider expenses 30,636 5,283
Other 1,220 2,641
Total $ 772,355 $ 1,033,083
Accrued Stockholder Servicing Fee
The Company accrues the full amount of the future stockholder servicing fees payable to Blackstone Securities Partners L.P. (the "Dealer Manager"), a registered broker-dealer affiliated with the Adviser, 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 as part of its continuous public offering, that provide, among other things, for the payment of the full amount of the selling commissions and dealer manager fee, and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.
Performance Participation Allocation
The Special Limited Partner holds a performance participation interest in BREIT OP that entitles it to receive an allocation of BREIT OP's total return. Total return is defined as distributions paid or accrued plus the change in the Company's Net Asset Value ("NAV"), adjusted for subscriptions and repurchases. Under the BREIT OP agreement, the annual total return will be allocated solely to the Special Limited Partner only after the other unitholders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Special Limited Partner and all other BREIT OP unitholders is equal to 12.5% and 87.5%, respectively. Thereafter, the Special Limited Partner will receive an allocation of 12.5% of the annual total return. The allocation of the performance participation interest is ultimately measured on a calendar year basis and will be paid quarterly in certain classes of units of BREIT OP or cash, at the election of the Special Limited Partner. To date, the Special Limited Partner has always elected to be paid in a combination of Class I and Class B units, resulting in a non-cash expense.
At the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner is entitled to a performance participation allocation as described above calculated in respect of the portion of the year to date, less any performance participation allocation received with respect to prior quarters in that year (the "Quarterly Allocation"). The performance participation allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a "Quarterly Shortfall"), then subsequent distributions of any Quarterly Allocations or year-end performance allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end performance allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the "Quarterly Shortfall Obligation") until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay BREIT OP the remaining Quarterly Shortfall Obligation in cash.

25

For the year ended December 31, 2022, the full year performance participation allocation was less than the previously distributed Quarterly Allocations resulting in a Quarterly Shortfall in the amount of $74.9 million (the "2022 Quarterly Shortfall"). The 2022 Quarterly Shortfall and the related interest of $4.8 million was satisfied with the $105.0 million performance participation accrual for the three months ended March 31, 2024, resulting in a net performance participation allocation payable of $25.3 million as of March 31, 2024. During the three months ended June 30, 2024, the Company issued 1.1 million Class I units of BREIT OP, valued at $15.4 million, to the Special Limited Partner as partial payment of the net performance participation allocation earned by the Special Limited Partner as of March 31, 2024.
During the nine months ended September 30, 2024, the Company's total return did not exceed the year-to-date hurdle amount and the 2023 loss carryforward amount, resulting in a Quarterly Shortfall with respect to the $105.0 million performance participation allocation recorded during the three months ended March 31, 2024 (the "2024 Shortfall Obligation").
As of September 30, 2024, the 2024 Shortfall Obligation of $105.0 million, net of $9.9 million of the performance participation allocation previously earned by the Special Limited Partner but not paid by the Company, is recorded as a receivable from the Special Limited Partner and included as a component of Other Assets on the Company's Condensed Consolidated Balance Sheets.
During the three and nine months ended September 30, 2023, the Company's total return did not exceed the hurdle amount and, as a result, no performance participation allocation expense was recognized.
During the nine months ended September 30, 2024, the Company accrued interest income of $1.0 million, related to the 2022 Quarterly Shortfall. During the three months ended September 30, 2024, the Company did not record any such interest income because the 2022 Quarterly Shortfall was no longer outstanding. During the three and nine months ended September 30, 2023, the Company accrued interest income of $1.0 million and $2.9 million, respectively, related to the 2022 Quarterly Shortfall.
As of November 8, 2024, Blackstone owned shares of the Company and units of BREIT OP valued at an aggregate $3.0 billion. In addition, Blackstone employees, including the Company's executive officers, owned shares of the Company and units of BREIT OP valued at an aggregate $1.4 billion.
Accrued Management Fee
The Adviser is entitled to an annual management fee equal to 1.25% of the Company's NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser's election, in cash, certain classes of shares of the Company's common stock, or certain classes of BREIT OP units. To date, the Adviser has always elected to be paid the management fee in shares of the Company's common stock and units of BREIT OP, resulting in a non-cash expense. During the three and nine months ended September 30, 2024, the Company incurred management fees of $174.3 million, and $542.0 million, respectively. During the three and nine months ended September 30, 2023, the Company incurred management fees of $209.3 million, and $643.8 million, respectively.
During the nine months ended September 30, 2024, the Company issued 38.8 million units of BREIT OP to the Adviser as payment for management fees. During the nine months ended September 30, 2023, the Company issued 24.8 million unregistered Class I shares to the Adviser as payment for management fees. The Company also had a payable of $57.7 million and $63.5 million related to the management fees as of September 30, 2024 and December 31, 2023, respectively. During October 2024, the Adviser was issued 4.1 million units of BREIT OP as payment for the management fees accrued as of September 30, 2024. The shares and units issued to the Adviser for payment of the management fee were issued at the applicable NAV per share/unit at the end of each month for which the fee was earned. The Adviser did not submit any repurchase requests for shares previously issued as payment for management fees during the three and nine months ended September 30, 2024 and 2023.
Accrued service provider expenses and incentive compensation awards
The Company has engaged certain portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, operational services (including, without limitation, construction and project management), management services, loan management services, corporate support services (including, without limitation, accounting, information technology, legal, tax and human resources) and transaction support services for certain of the Company's properties, and any such arrangements will be at or below market rates. The Company also engaged such portfolio companies for transaction support services related to acquisitions and dispositions, and such costs were either (i) capitalized to Investments in Real Estate or (ii) included as part of the gain (loss) on sale. For further details on the Company's relationships with these service providers, see Note 10 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
26

The expenses related to these providers, including the incentive compensation awards, are included as a component of Rental Property Operating expense and Hospitality Operating expense, as applicable, in the Company's Condensed Consolidated Statements of Operations. Transaction support service fees were capitalized to Investments in Real Estate on the Company's Condensed Consolidated Balance Sheets. Neither Blackstone nor the Adviser receives any fees from these arrangements.
The following tables detail the amounts incurred for portfolio companies owned by Blackstone-advised investment vehicles ($ in thousands):
Service
Provider Expenses
Amortization of
Service Provider
Incentive Compensation Awards
Capitalized Transaction
Support Services
Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30,
2024 2023 2024 2023 2024 2023
Link Logistics Real Estate Holdco LLC $ 30,935 $ 30,807 $ 6,518 $ 5,968 $ 147 $ 330
LivCor, LLC 26,860 24,974 4,672 5,928 2,887 1,670
Revantage Corporate Services, LLC 8,536 7,827 1,952 176 - -
ShopCore Properties TRS Management LLC 7,829 9,862 166 210 672 258
BRE Hotels and Resorts LLC 3,393 3,844 312 292 - -
EQ Management, LLC 1,439 2,069 58 44 69 75
Beam Living
683 748 364 (649) - -
Longview Senior Housing, LLC 342 490 - - - -
$ 80,017 $ 80,621 $ 14,042 $ 11,969 $ 3,775 $ 2,333
Service
Provider Expenses
Amortization of
Service Provider
Incentive Compensation Awards
Capitalized Transaction
Support Services
Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023 2024 2023
Link Logistics Real Estate Holdco LLC $ 90,045 $ 92,138 $ 17,622 $ 9,672 $ 963 $ 1,010
LivCor, LLC 77,511 75,172 16,224 9,973 7,367 7,092
ShopCore Properties TRS Management LLC 25,397 26,327 812 450 2,190 923
Revantage Corporate Services, LLC 19,564 20,034 6,356 270 - -
BRE Hotels and Resorts LLC 9,717 12,967 1,136 555 - -
EQ Management, LLC 4,697 4,420 174 150 74 104
Beam Living
2,399 1,930 1,093 (511) - -
Longview Senior Housing, LLC 852 1,572 - - - -
$ 230,182 $ 234,560 $ 43,417 $ 20,559 $ 10,594 $ 9,129
The Company issues incentive compensation awards to certain employees of portfolio company service providers. None of Blackstone, the Adviser, or the portfolio company service providers owned by Blackstone-advised investment vehicles receive any incentive compensation from the aforementioned arrangements.
The following table details the incentive compensation awards ($ in thousands):
December 31, 2023
For the Nine Months Ended September 30, 2024 September 30, 2024
Plan Year Unrecognized Compensation Cost Forfeiture of Unvested Awards Value of Awards Issued Amortization of Compensation Cost Unrecognized Compensation Cost Remaining Amortization Period
2021 $ 10,872 $ - $ - $ (8,112) $ 2,760 0.3 years
2022 18,825 - - (8,041) 10,784 1.2 years
2023 36,637 - - (13,739) 22,898 1.9 years
2024 - - 54,256 (13,525) 40,731 2.6 years
$ 66,334 $ - $ 54,256 $ (43,417) $ 77,173
27

Other
As of September 30, 2024 and December 31, 2023, the Company had an outstanding balance due to the Adviser of $1.2 million and $2.6 million, respectively, related to general corporate expenses provided by unaffiliated third parties that the Adviser paid on the Company's behalf. Such expenses are reimbursed by the Company to the Adviser in the ordinary course.
Affiliate Title Service Provider
Blackstone owns Lexington National Land Services ("LNLS"), a title agent company. LNLS acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the Company, Blackstone and their affiliates and related parties, and third parties. LNLS focuses on transactions in rate-regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in non-regulated states for the Company, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a third party is paying all or a material portion of the premium, or (iv) when providing only support services to the underwriter. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency services and facilitating placement of title insurance with underwriters. Blackstone receives distributions from LNLS in connection with investments by the Company based on its equity interest in LNLS. In each case, there will be no related expense offset to the Company.
During the three and nine months ended September 30, 2024, the Company paid LNLS $4.4 million and $18.9 million, respectively, for title services related to certain investments, and such costs were included in calculating net gain on dispositions of real estate on the Condensed Consolidated Statements of Operations or recorded as deferred financing costs, which is a reduction to Mortgage Loans, Secured Term Loans, and Secured Revolving Credit Facilities on the Condensed Consolidated Balance Sheets.
Captive Insurance Company
During the three months ended September 30, 2024, the Company contributed $123.5 million of capital to the captive insurance company owned by it and other Blackstone-advised investment vehicles. Of this amount, $2.4 million was attributable to the fee paid to a Blackstone affiliate to provide oversight and management services of the captive insurance company.
During the nine months ended September 30, 2024, the Company contributed $123.2 million of capital to the captive insurance company, which includes a net refund of $0.3 million received by the Company related to insurance premiums previously paid to the captive insurance company. The net refund was attributable to dispositions of real estate and represented the pro-rata unused period of the annual premiums incurred to insure such dispositions. Included in the $123.2 million of capital contributed is $2.4 million attributable to the fee paid to a Blackstone affiliate to provide oversight and management services of the captive insurance company.
During the three and nine months ended September 30, 2023, the Company contributed $163.9 million and $167.2 million, respectively, of capital to the captive insurance company for insurance premiums and its pro-rata share of other expenses. Of these amounts, $3.2 million and $3.3 million, respectively, was attributable to the fee paid to a Blackstone affiliate to provide oversight and management services to the captive insurance company.
The capital contributed and fees paid to the captive insurance company are in lieu of insurance premiums and fees that would otherwise be paid to third party insurance companies.
Other
As of September 30, 2024 and December 31, 2023, the Company had a receivable of $52.6 million and $46.5 million, respectively, from certain portfolio companies owned by Blackstone-advised investment vehicles related to the prepayment of certain corporate service fees and incentive compensation awards. Such amount is included in Other Assets on the Company's Condensed Consolidated Balance Sheets.
28

11. Other Assets and Other Liabilities
The following table details the components of other assets ($ in thousands):
September 30, 2024 December 31, 2023
Interest rate and foreign currency hedging derivatives
$ 1,510,326 $ 2,160,266
Intangible assets, net 994,805 1,146,840
Straight-line rent receivable 785,288 665,747
Receivables, net 685,849 793,651
Held-for-sale assets 673,519 453,823
Single family rental homes risk retention securities 300,718 300,718
Prepaid expenses 223,384 178,140
Deferred leasing costs, net 153,364 141,526
Securities held in trust 148,877 -
Due from affiliate(1)
95,024 78,671
Deferred financing costs, net 57,577 62,651
Equity securities(2)
- 335,933
Other 236,317 245,260
Total $ 5,865,048 $ 6,563,226
(1)Refer to the Performance Participation Allocation section of Note 10 for additional information.
(2)The balance as of December 31, 2023 reflects the Company's investment in common and preferred stock of Tricon, which was converted to an interest in the newly formed joint venture on May 1, 2024 and is recorded under investments in unconsolidated entities. Refer to Note 4 for additional information.
The following table details the components of other liabilities ($ in thousands):
September 30, 2024 December 31, 2023
Right of use lease liability - operating leases $ 610,848 $ 643,803
Stock repurchases payable 476,621 574,958
Real estate taxes payable 449,392 327,947
Accounts payable and accrued expenses 421,970 427,744
Accrued interest expense 385,846 395,814
Liabilities related to held-for-sale assets 265,088 282,350
Tenant security deposits 217,635 228,994
Distribution payable 203,511 222,174
Intangible liabilities, net 197,149 244,596
Prepaid rental income 177,835 232,447
Financing of affordable housing development 147,524 -
Subscriptions received in advance 143,247 113,764
Right of use lease liability - financing leases 79,192 78,257
Securitized debt obligations, net 39,640 47,172
Interest rate and foreign currency hedging derivatives
24,305 34,236
Other 151,465 124,409
Total $ 3,991,268 $ 3,978,665
29

12. Intangibles
The gross carrying amount and accumulated amortization of the Company's intangible assets and liabilities consisted of the following ($ in thousands):
September 30, 2024
Gross Carrying Amount
Accumulated
Amortization
Total Intangible
Assets/Liabilities, net
Intangible assets
In-place lease intangibles $ 1,259,547 $ (776,840) $ 482,707
Indefinite life intangibles 184,082 - 184,082
Above-market lease intangibles 58,345 (35,949) 22,396
Other intangibles 410,674 (105,054) 305,620
Total intangible assets
$ 1,912,648 $ (917,843) $ 994,805
Intangible liabilities
Below-market lease intangibles 405,262 (208,113) 197,149
Total intangible liabilities
$ 405,262 $ (208,113) $ 197,149
December 31, 2023
Gross Carrying Amount
Accumulated
Amortization
Total Intangible
Assets/Liabilities, net
Intangible assets
In-place lease intangibles $ 1,641,489 $ (1,007,698) $ 633,791
Indefinite life intangibles 184,082 - 184,082
Above-market lease intangibles 61,888 (32,800) 29,088
Other intangibles 377,319 (77,440) 299,879
Total intangible assets $ 2,264,778 $ (1,117,938) $ 1,146,840
Intangible liabilities
Below-market lease intangibles 441,391 (196,795) 244,596
Total intangible liabilities $ 441,391 $ (196,795) $ 244,596
The estimated future amortization on the Company's intangibles for each of the next five years and thereafter as of September 30, 2024 is as follows ($ in thousands):
In-place Lease
Intangibles 		Above-market
Lease Intangibles 		Other Intangibles Below-market
Lease Intangibles
2024 (remaining) $ 34,309 $ 1,567 $ 9,515 $ (12,249)
2025 116,550 5,757 37,591 (44,089)
2026 90,055 4,438 36,418 (35,817)
2027 66,335 3,167 32,949 (25,320)
2028 51,812 2,340 28,820 (19,534)
2029 38,449 1,733 24,149 (14,836)
Thereafter 85,197 3,394 136,178 (45,304)
Total
$ 482,707 $ 22,396 $ 305,620 $ (197,149)
30

13. Derivatives
The Company uses derivative financial instruments to minimize the risks and/or costs associated with the Company's investments and financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair value hedges under the hedge accounting requirements of ASC 815 - "Derivatives and Hedging." Derivatives not designated as hedges are not speculative and are used to manage the Company's exposure to interest rate movements, fluctuations in foreign exchange rates, and other identified risks.
The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these contractual arrangements do not perform as agreed. To mitigate this risk, the Company enters into derivative financial instruments with counterparties it believes to have appropriate credit ratings and that are major financial institutions with which the Company and its affiliates may also have other financial relationships.
Interest Rate Contracts
Certain of the Company's transactions expose the Company to interest rate risks, which include exposure to variable interest rates on certain loans secured by the Company's real estate in addition to its secured financings of investments in real estate debt. The Company uses derivative financial instruments, which includes interest rate swaps and caps, and may also include options, floors, and other interest rate derivative contracts, to limit the Company's exposure to the future variability of interest rates. The Company has the right of offset for certain derivatives, and presents them net on its consolidated financial statements.

The following tables detail the Company's outstanding interest rate derivatives (notional amount in thousands):

September 30, 2024
Interest Rate Derivatives
Number of Instruments Notional Amount Weighted Average Strike Index Weighted Average Maturity (Years)
Derivatives designated as hedging instruments
Interest rate swaps - property debt
20 $ 6,317,307 2.6% SOFR 3.9
Derivatives not designated as hedging instruments
Interest rate caps - property debt
166 11,914,033 7.3% SOFR 0.8
Interest rate swaps - property debt
51 26,010,089 1.4% SOFR, EURIBOR 3.2
Interest rate swaps - secured financings of investments in real estate debt
15 418,915 3.6% SOFR 6.0
Total $ 38,343,037
December 31, 2023
Interest Rate Derivatives
Number of Instruments Notional Amount Weighted Average Strike Index Weighted Average Maturity (Years)
Derivatives designated as hedging instruments
Interest rate swaps - property debt
21 $ 6,386,770 2.6% SOFR 4.6
Derivatives not designated as hedging instruments
Interest rate caps - property debt
153 9,580,354 5.8% SOFR 0.5
Interest rate swaps - property debt
51 26,015,600 1.6% SOFR, EURIBOR 4.5
Interest rate swaps - secured financings of investments in real estate debt
17 581,915 3.4% SOFR 6.6
Total $ 36,177,869








31

Foreign Currency Forward Contracts

Certain of the Company's international investments expose it to fluctuations in foreign currency exchange rates and interest rates. These fluctuations may impact the value of the Company's cash receipts and payments in terms of its functional currency, the U.S. dollar. The Company uses foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar.

The following table details the Company's outstanding foreign currency forward contracts that were non-designated hedges of foreign currency risk (notional amount in thousands):
September 30, 2024 December 31, 2023
Foreign Currency Forward Contracts Number of Instruments Notional Amount Number of Instruments Notional Amount
Buy USD / Sell EUR Forward 6 € 65,900 9 € 139,913
Buy USD / Sell GBP Forward 6 £ 39,993 9 £ 57,377
Buy EUR / Sell USD Forward 1 € 240 2 € 10,421
Buy GBP / Sell USD Forward 1 £ 74 - £ -
Valuation and Financial Statement Impact
The following table details the fair value of the Company's derivative financial instruments ($ in thousands):
Fair Value of Derivatives
in an Asset(1) Position
Fair Value of Derivatives
in a Liability(2) Position
September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023
Derivatives designated as hedging instruments
Interest rate swaps - property debt
$ 148,982 $ 246,350 $ 1,560 $ 1,320
Total derivatives designated as hedging instruments
148,982 246,350 1,560 1,320
Derivatives not designated as hedging instruments
Interest rate caps - property debt(3)
9,573 31,134 5,561 17,020
Interest rate swaps - property debt
1,349,150 1,874,065 1,454 -
Interest rate swaps - secured financings of investments in real estate debt
2,621 8,643 13,723 12,210
Foreign currency forward contracts - 74 2,007 3,686
Total derivatives not designated as hedging instruments
1,361,344 1,913,916 22,745 32,916
Total interest rate and foreign currency hedging derivatives
$ 1,510,326 $ 2,160,266 $ 24,305 $ 34,236
(1)Included in Other Assets in the Company's Condensed Consolidated Balance Sheets.
(2)Included in Other Liabilities in the Company's Condensed Consolidated Balance Sheets.
(3)Includes interest rate caps presented on a net basis with an aggregate fair value of $85.9 million and $189.7 million as of September 30, 2024 and December 31, 2023, respectively.








32

The following tables detail the effect of the Company's derivative financial instruments on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income (Loss) ($ in thousands):
Type of Derivative
Realized/Unrealized Gain (Loss) Location of Gain (Loss) Recognized Three Months Ended September 30,
2024 2023
Included in Net Income (Loss)
Interest rate swap - property debt
Unrealized (loss) gain
(1) $ (787,930) $ 105,398
Interest rate swap - property debt
Realized gain (1) - 318,596
Interest rate caps - property debt Unrealized loss (1) (8,867) (31,802)
Interest rate swap - secured financings of investments in real estate debt
Unrealized (loss) gain
(1)
(18,415) 18,463
Foreign currency forward contract
Realized (loss)
(2)
(3,231) (3,725)
Foreign currency forward contract Unrealized (loss) gain
(2)
(2,479) 11,910
Total $ (820,922) $ 418,840
Included in Other Comprehensive Income
Interest rate swap - property debt(3)
Unrealized (loss) gain (210,629) 141,370
Total $ (1,031,551) $ 560,210
Type of Derivative
Realized/Unrealized Gain (Loss) Location of Gain (Loss) Recognized Nine Months Ended September 30,
2024 2023
Included in Net Loss
Interest rate swap - property debt
Unrealized (loss) gain
(1)
$ (519,510) $ 94,150
Interest rate swap - property debt
Realized gain (1) - 318,596
Interest rate caps - property debt
Realized gain
(1)
542 -
Interest rate caps - property debt
Unrealized loss
(1)
(25,840) (104,574)
Interest rate swaps - secured financings of investments in real estate debt
Unrealized loss
(1)
(7,842) (51,104)
Foreign currency forward contract
Realized loss
(2)
(2,431) (20,819)
Foreign currency forward contract
Unrealized gain
(2)
1,683 21,887
Total $ (553,398) $ 258,136
Included in Other Comprehensive Income
Interest rate swap - property debt(3)
Unrealized (loss) gain (105,330) 162,127
Total $ (658,728) $ 420,263
(1)Included in (loss) income from interest rate derivatives in the Company's Condensed Consolidated Statements of Operations.
(2)Included in income from investments in real estate debt in the Company's Condensed Consolidated Statements of Operations.
(3)During the three and nine months ended September 30, 2024, net gain of $46.0 million and $137.2 million, respectively, was reclassified from accumulated other comprehensive income into net income.

Credit-Risk Related Contingent Features
The Company has entered into agreements with certain of its derivative counterparties that contain provisions whereby if the Company were to default on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, the Company may also be declared in default under its derivative obligations. In addition, certain of the Company's agreements with its derivative counterparties require the Company to post collateral based on a percentage of derivative notional amounts and/or to secure net liability positions.
As of September 30, 2024, the Company was in a net liability position and posted collateral of $18.4 million with one of its counterparties as required under the derivative contracts. As of December 31, 2023, the Company was in a net liability position and posted collateral of $23.4 million with three of its counterparties as required under the derivatives contracts.
33

14. Equity and Redeemable Non-controlling Interest
Authorized Capital
As of September 30, 2024, the Company had the authority to issue 12,100,000,000 shares, consisting of the following:
Number of Shares
(in thousands) 		Par Value Per Share
Preferred Stock 100,000 $ 0.01
Class S Shares 3,000,000 $ 0.01
Class I Shares 6,000,000 $ 0.01
Class T Shares 500,000 $ 0.01
Class D Shares 1,500,000 $ 0.01
Class C Shares 500,000 $ 0.01
Class F Shares 500,000 $ 0.01
Total 12,100,000
Common Stock
The following tables detail the movement in the Company's outstanding shares of common stock (in thousands):
Three Months Ended September 30, 2024(1)
Class S Class I Class T Class D Class C Total
June 30, 2024 1,386,026 2,209,162 50,494 144,324 2,726 3,792,732
Common stock issued(2)
4,814 28,648 (2,316) (50) 193 31,289
Distribution reinvestment 7,230 11,189 312 805 - 19,536
Common stock repurchased (38,607) (76,980) (1,768) (4,096) (259) (121,710)
Independent directors' restricted stock grant(3)
- 71 - - - 71
September 30, 2024 1,359,463 2,172,090 46,722 140,983 2,660 3,721,918
Nine Months Ended September 30, 2024(1)
Class S Class I Class T Class D Class C Total
December 31, 2023 1,488,197 2,402,959 59,246 154,794 2,136 4,107,332
Common stock issued(2)
13,533 101,128 (6,828) 1,522 796 110,151
Distribution reinvestment 22,085 34,491 1,014 2,499 - 60,089
Common stock repurchased
(164,352) (366,559) (6,710) (17,832) (272) (555,725)
Independent directors' restricted stock grant(3)
- 71 - - - 71
September 30, 2024 1,359,463 2,172,090 46,722 140,983 2,660 3,721,918
(1)As of September 30, 2024, no Class F shares were issued and outstanding.
(2)Includes conversion of shares from Class S, Class T and Class D to Class I during the three and nine months ended September 30, 2024.
(3)The independent directors' restricted stock grant for the three months and nine months ended September 30, 2024 represents $0.2 million of the annual compensation paid to each of the independent directors. The cost of each grant is amortized over the one-year service period for each grant.
Share and Unit Repurchases
The Company has adopted a Share Repurchase Plan (the "Repurchase Plan"), which is approved and administered by the Company's board of directors, whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of their shares. The Repurchase Plan will be limited to no more than 2% of the Company's aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of the Company's aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months). For the avoidance of doubt, both of these limits are assessed during each month in a calendar quarter. The Company has in the past received, and may in the future receive, repurchase requests that exceed the limits under the Repurchase Plan, and the Company has in the past repurchased less than the full amount of shares requested, resulting in the repurchase of shares on a pro rata basis.
34

Should repurchase requests, in the board of directors' 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 board of directors otherwise determine that investing its liquid assets in real properties or other investments rather than repurchasing its shares is in the best interests of the Company as a whole, the Company's board of directors may determine to repurchase fewer shares than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under the Repurchase Plan), or none at all. Further, the Company's board of directors has in the past made exceptions to the limitations in the Repurchase Plan and may in the future, in certain circumstances, make exceptions to such repurchase limitations (or repurchase fewer shares than such repurchase limitations), or modify or suspend the Repurchase Plan if, in its reasonable judgement, it deems such action to be in the Company's best interest and the best interest of its stockholders. In the event that the Company receives repurchase requests in excess of the 2% or 5% limits, then repurchase requests will be satisfied on a pro rata basis after the Company has repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the Repurchase Plan, as applicable.
The Company fulfilled all repurchase requests for the three months ended September 30, 2024. For the nine months ended September 30, 2024, the Company repurchased 555.7 million shares of common stock and 8.7 million units of BREIT OP for a total of $8.0 billion.
Distributions

The Company considers a variety of factors when determining its distributions, including cash flows from operations, Funds Available for Distribution, net asset value, and total return, and in any case, generally intends to distribute substantially all of its taxable income to its stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not equal net income as calculated in accordance with GAAP.
Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor. Class C shares currently have no distribution amount presented as the class is generally an accumulating share class whereby its share of income will accrete into its NAV.
The following table details the aggregate distributions declared for each applicable class of common stock:(1)
Three Months Ended September 30, 2024
Class S Class I Class T Class D
Aggregate gross distributions declared per share of common stock $ 0.1652 $ 0.1652 $ 0.1652 $ 0.1652
Stockholder servicing fee per share of common stock (0.0299) - (0.0294) (0.0086)
Net distributions declared per share of common stock $ 0.1353 $ 0.1652 $ 0.1358 $ 0.1566
Nine Months Ended September 30, 2024
Class S Class I Class T Class D
Aggregate gross distributions declared per share of common stock $ 0.4959 $ 0.4959 $ 0.4959 $ 0.4959
Stockholder servicing fee per share of common stock (0.0900) - (0.0886) (0.0259)
Net distributions declared per share of common stock $ 0.4059 $ 0.4959 $ 0.4073 $ 0.4700
(1) Class C shares currently have no distribution amount presented as the class is generally an accumulating share class whereby its share of income will accrete into its NAV.
Redeemable Non-controlling Interest
In connection with its performance participation interest, the Special Limited Partner holds Class I units in BREIT OP. See Note 10 for further details of the Special Limited Partner's performance participation interest. Because the Special Limited Partner has the ability to redeem its Class I units for Class I shares in the Company or cash, at the election of the Special Limited Partner, the Company has classified these Class I units as Redeemable Non-controlling Interest in mezzanine equity on the Company's Condensed Consolidated Balance Sheets.
35

The following table details the redeemable non-controlling interest activity related to the Special Limited Partner for the nine months ended September 30, 2024 and 2023 ($ in thousands):
Nine Months Ended September 30,
2024 2023
Balance at the beginning of the year $ 351 $ 344,145
Settlement of prior quarter(s) performance participation allocation
15,370 -
Conversion to Class I and Class B units - (278,990)
Conversion to Class I and Class C shares - (65,304)
GAAP income allocation (353) 1,923
Distributions (61) (1,308)
Fair value allocation 452 (102)
Ending balance $ 15,759 $ 364
In addition to the Special Limited Partner's interest noted above, certain of the Company's third party joint ventures also have a redeemable non-controlling interest in such joint ventures. As of September 30, 2024 and December 31, 2023, $158.3 million and $197.2 million, respectively, related to such third party joint ventures was included in Redeemable Non-controlling Interests on the Company's Condensed Consolidated Balance Sheets.
The Redeemable Non-controlling Interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the allocation of GAAP net income (loss) and distributions, or (ii) their redemption value, which is equivalent to the fair value of such interests at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment between Additional Paid-in Capital and Redeemable Non-controlling Interest of $7.8 million and $27.9 million, during the three and nine months ended September 30, 2024, respectively, and $18.5 million and $3.1 million, during the three and nine months ended September 30, 2023, respectively, to reflect their redemption value.
36

15. Leases
Lessor
The Company's rental revenue primarily consists of rent earned from operating leases at the Company's rental housing, industrial, net lease, data centers, self storage, retail, and office properties. Leases at the Company's industrial, data centers, retail, and office properties generally include a fixed base rent, and certain leases also contain a variable rent component. The variable component of the Company's operating leases at its industrial, data centers, retail, and office 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. Rental revenue earned from leases at the Company's self storage properties primarily consist of a fixed base rent only.
Rental revenue from leases at the Company's net lease properties consists of a fixed annual rent that escalates annually throughout the term of the applicable leases, and the tenant is generally responsible for all property-related expenses, including taxes, insurance, and maintenance. The Company's net lease properties are leased to a single tenant. The Company assessed the lease classification of the net lease properties and determined the leases were each operating leases. The Company's assessment included the consideration of the present value of the applicable lease payments over the lease terms and the residual value of the leased assets.
Leases at the Company's industrial, net lease, data centers, retail, and office properties are generally longer term (greater than 12 months in length), and may contain extension and termination options at the lessee's election. Often, these leases have annual escalations that are tied to the CPI index. Leases at the Company's rental housing and self storage properties are short term in nature, generally not greater than 12 months in length.
The following table details the components of operating lease income from leases in which the Company is the lessor ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Fixed lease payments $ 1,719,514 $ 1,804,577 $ 5,300,044 $ 5,499,152
Variable lease payments 134,742 121,250 429,821 359,381
Rental revenue $ 1,854,256 $ 1,925,827 $ 5,729,865 $ 5,858,533
The following table presents the undiscounted future minimum rents the Company expects to receive for its industrial, net lease, data centers, retail, and office properties as of September 30, 2024 ($ in thousands). Leases at the Company's rental housing and self storage properties are short term, generally 12 months or less, and are therefore not included.
Year Future Minimum Rents
2024 (remaining) $ 458,253
2025 1,817,557
2026 1,691,636
2027 1,483,836
2028 1,263,142
2029 1,057,666
Thereafter 14,966,055
Total $ 22,738,145
37

Lessee
Certain of the Company's investments in real estate are subject to ground leases. The Company's ground leases are classified as either operating leases or financing leases based on the characteristics of each lease. As of September 30, 2024, the Company had 90 ground leases classified as operating and three ground leases classified as financing. Each of the Company's ground leases were acquired as part of the acquisition of real estate, and no incremental costs were incurred for such ground leases. The Company's ground leases are non-cancelable and certain operating leases contain renewal options.
The following table details the future lease payments due under the Company's ground leases as of September 30, 2024 ($ in thousands):
Operating
Leases 		Financing
Leases
2024 (remaining) $ 8,916 $ 1,136
2025 36,293 4,386
2026 36,456 4,509
2027 36,772 4,635
2028 37,070 4,764
2029 37,199 5,164
Thereafter 2,098,046 554,168
Total undiscounted future lease payments 2,290,752 578,762
Difference between undiscounted cash flows and discounted cash flows (1,679,904) (499,570)
Total lease liability $ 610,848 $ 79,192
The Company utilized its incremental borrowing rate at the time of entering such leases, which was between 5% and 7%, to determine its lease liabilities. As of September 30, 2024, the weighted average remaining lease term of the Company's operating leases and financing leases was 59 years and 77 years, respectively.
Payments under the Company's ground leases primarily contain fixed payment components that may include periodic increases based on an index or periodic fixed percentage escalations. Three of the Company's ground leases contains a variable component based on a percentage of revenue.
The following table details the fixed and variable components of the Company's operating leases ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Fixed ground rent expense $ 6,369 $ 6,543 $ 14,041 $ 14,391
Variable ground rent expense 9,230 2,729 25,549 15,554
Total cash portion of ground rent expense 15,599 9,272 39,590 29,945
Straight-line ground rent expense 2,247 2,546 12,933 13,469
Total operating lease costs $ 17,846 $ 11,818 $ 52,523 $ 43,414
The following table details the fixed and variable components of the Company's financing leases ($ in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Interest on lease liabilities $ 1,080 $ 1,050 $ 3,211 $ 3,098
Amortization of right-of-use assets 297 304 913 943
Total financing lease costs $ 1,377 $ 1,354 $ 4,124 $ 4,041
38

16. Segment Reporting
The Company operates in nine reportable segments: Rental Housing, Industrial, Net Lease, Office, Hospitality, Retail, Data Centers, Self Storage properties, and Investments in Real Estate Debt. 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 details the total assets by segment ($ in thousands):
September 30, 2024 December 31, 2023
Rental Housing $ 60,089,801 $ 64,665,680
Industrial 19,264,173 20,050,095
Net Lease 8,047,188 8,117,528
Office 2,863,974 2,945,455
Hospitality 2,742,352 2,867,166
Retail 2,216,170 2,505,146
Data Centers 2,124,488 2,927,807
Self Storage 726,971 739,743
Investments in Real Estate Debt and Real Estate Loans Held by Consolidated Securitization Vehicles, at Fair Value 19,731,375 23,264,164
Other (Corporate) 1,786,199 2,715,011
Total assets $ 119,592,691 $ 130,797,795

39

The following table details the financial results by segment for the three months ended September 30, 2024 ($ in thousands):
Rental Housing Industrial Net
Lease 		Office Hospitality Retail
Data Centers
Self
Storage 		Investments in
Real Estate
Debt 		Total
Revenues:
Rental revenue $ 1,225,267 $ 352,796 $ 150,384 $ 40,818 $ - $ 53,636 $ 13,215 $ 18,140 $ - $ 1,854,256
Hospitality revenue - - - - 137,847 - - - - 137,847
Other revenue 91,555 6,492 - 2,208 - 893 - 1,415 - 102,563
Total revenues 1,316,822 359,288 150,384 43,026 137,847 54,529 13,215 19,555 - 2,094,666
Expenses:
Rental property operating 772,232 117,137 673 13,637 - 22,959 2,367 9,020 - 938,025
Hospitality operating - - - - 97,870 - - - - 97,870
Total expenses 772,232 117,137 673 13,637 97,870 22,959 2,367 9,020 - 1,035,895
Income (loss) from unconsolidated entities 77,308 85,242 - (6,535) (1,701) (1,159) (227,994) - - (74,839)
Income from investments in real estate debt 1,300 - - - - - - - 183,549 184,849
Changes in net assets of consolidated securitization vehicles - - - - - - - - 44,170 44,170
GAAP segment net income (loss) $ 623,198 $ 327,393 $ 149,711 $ 22,854 $ 38,276 $ 30,411 $ (217,146) $ 10,535 $ 227,719 $ 1,212,951
Depreciation and amortization $ (537,343) $ (178,348) $ (51,878) $ (23,005) $ (22,811) $ (22,653) $ (5,541) $ (6,635) $ - $ (848,214)
General and administrative (15,368)
Management fee (174,252)
Impairment of investments in real estate (48,571)
Loss from interest rate derivatives
(815,212)
Net gain on dispositions of real estate 988,970
Interest expense, net
(853,014)
Loss on extinguishment of debt (19,608)
Other expense
(35,408)
Net loss $ (607,726)
Net income attributable to non-controlling interests in third party joint ventures $ (37,374)
Net loss attributable to non-controlling interests in BREIT OP unitholders
39,041
Net loss attributable to BREIT stockholders
$ (606,059)





40

The following table details the financial results by segment for the three months ended September 30, 2023 ($ in thousands):
Rental Housing Industrial Net
Lease 		Office Hospitality
Retail
Data Centers
Self
Storage 		Investments in
Real Estate Debt 		Total
Revenues:
Rental revenue $ 1,257,638 $ 351,055 $ 150,384 $ 46,589 $ - $ 58,350 $ 12,838 $ 48,973 $ - $ 1,925,827
Hospitality revenue - - - - 145,837 - - - - 145,837
Other revenue 102,478 6,476 - 1,966 - 1,083 - 3,566 - 115,569
Total revenues 1,360,116 357,531 150,384 48,555 145,837 59,433 12,838 52,539 - 2,187,233
Expenses:
Rental property operating 774,713 113,575 480 15,068 - 26,369 2,278 26,088 - 958,571
Hospitality operating - - - - 103,585 - - - - 103,585
Total expenses 774,713 113,575 480 15,068 103,585 26,369 2,278 26,088 - 1,062,156
(Loss) income from unconsolidated entities (10,320) (157,735) - 16,585 (2,032) 873 (1,027) - - (153,656)
Income from investments in real estate debt
- - - - - - - - 192,145 192,145
Changes in net assets of consolidated securitization vehicles - - - - - - - - 53,244 53,244
Loss from investments in equity securities(1)
(34,700) - - - - - - - - (34,700)
GAAP segment net income $ 540,383 $ 86,221 $ 149,904 $ 50,072 $ 40,220 $ 33,937 $ 9,533 $ 26,451 $ 245,389 $ 1,182,110
Depreciation and amortization $ (585,907) $ (191,877) $ (51,878) $ (23,335) $ (23,166) $ (32,841) $ (5,535) $ (14,324) $ - $ (928,863)
General and administrative (16,960)
Management fee (209,297)
Impairment of investments in real estate (60,952)
Income from interest rate derivatives 410,655
Net gain on dispositions of real estate 985,189
Interest expense, net
(808,169)
Loss on extinguishment of debt (26,484)
Other expense(1)
(10,602)
Net income
$ 516,627
Net loss attributable to non-controlling interests in third party joint ventures $ 100,087
Net income attributable to non-controlling interests in BREIT OP unitholders
(28,420)
Net income attributable to BREIT stockholders
$ 588,294
(1) Included within Other expense on the Condensed Consolidated Statements of Operations is $38.4 million of net unrealized loss related to equity securities.
41

The following table details the financial results by segment for the nine months ended September 30, 2024 ($ in thousands):
Rental Housing Industrial Net
Lease 		Office Hospitality Retail
Data Centers
Self
Storage 		Investments in
Real Estate
Debt 		Total
Revenues:
Rental revenue $ 3,815,805 $ 1,076,474 $ 451,153 $ 126,660 $ - $ 166,719 $ 39,650 $ 53,404 $ - $ 5,729,865
Hospitality revenue - - - - 421,153 - - - - 421,153
Other revenue 260,359 15,534 - 7,346 - 3,583 - 4,287 - 291,109
Total revenues 4,076,164 1,092,008 451,153 134,006 421,153 170,302 39,650 57,691 - 6,442,127
Expenses:
Rental property operating 2,245,347 358,739 2,000 43,842 - 70,560 7,369 26,335 - 2,754,192
Hospitality operating - - - - 291,754 - - - - 291,754
Total expenses 2,245,347 358,739 2,000 43,842 291,754 70,560 7,369 26,335 - 3,045,946
Income (loss) from unconsolidated entities 63,184 31,967 - 7,052 (6,806) (2,887) (229,705) - - (137,195)
Income from investments in real estate debt 1,299 - - - - - - - 608,818 610,117
Changes in net assets of consolidated securitization vehicles - - - - - - - - 160,596 160,596
Income from investments in equity securities(1)
61,482 - - - - - - - - 61,482
GAAP segment net income (loss) $ 1,956,782 $ 765,236 $ 449,153 $ 97,216 $ 122,593 $ 96,855 $ (197,424) $ 31,356 $ 769,414 $ 4,091,181
Depreciation and amortization $ (1,694,465) $ (550,116) $ (155,635) $ (70,753) $ (68,477) $ (74,791) $ (16,624) $ (19,895) $ - $ (2,650,756)
General and administrative (49,668)
Management fee (542,028)
Impairment of investments in real estate (232,329)
Loss from interest rate derivatives
(552,650)
Net gain on dispositions of real estate 1,271,414
Interest expense, net
(2,542,584)
Loss on extinguishment of debt (71,660)
Other expense(1)
(80,723)
Net loss
$ (1,359,803)
Net loss attributable to non-controlling interests in third party joint ventures $ 31,685
Net loss attributable to non-controlling interests in BREIT OP unitholders
70,547
Net loss attributable to BREIT stockholders
$ (1,257,571)
(1) Included within Other (expense) income on the Condensed Consolidated Statements of Operations is $58.8 million of net unrealized/realized gain related to equity securities.


42

The following table details the financial results by segment for the nine months ended September 30, 2023 ($ in thousands):
Rental Housing Industrial Net
Lease 		Office Hospitality
Retail
Data Centers
Self
Storage 		Investments in
Real Estate Debt 		Total
Revenues:
Rental revenue $ 3,838,602 $ 1,051,836 $ 451,153 $ 142,878 $ - $ 176,221 $ 38,524 $ 159,319 $ - $ 5,858,533
Hospitality revenue - - - - 564,802 - - - - 564,802
Other revenue 278,164 19,506 - 5,747 7,686 3,330 - 10,460 - 324,893
Total revenues 4,116,766 1,071,342 451,153 148,625 572,488 179,551 38,524 169,779 - 6,748,228
Expenses:
Rental property operating 2,200,319 338,505 1,724 43,269 - 75,668 7,016 81,269 - 2,747,770
Hospitality operating - - - - 384,997 - - - - 384,997
Total expenses 2,200,319 338,505 1,724 43,269 384,997 75,668 7,016 81,269 - 3,132,767
(Loss) income from unconsolidated entities (25,467) 19,774 432,528 2,492 (2,746) 498 (46,111) - - 380,968
Income from investments in real estate debt - - - - - - - - 580,948 580,948
Changes in net assets of consolidated securitization vehicles - - - - - - - - 145,183 145,183
Loss from investments in equity securities(1)
(3,763) - - - - - - - - (3,763)
GAAP segment net income (loss) $ 1,887,217 $ 752,611 $ 881,957 $ 107,848 $ 184,745 $ 104,381 $ (14,603) $ 88,510 $ 726,131 $ 4,718,797
Depreciation and amortization $ (1,849,657) $ (576,401) $ (155,634) $ (73,239) $ (88,199) $ (106,044) $ (16,558) $ (50,152) $ - $ (2,915,884)
General and administrative (51,258)
Management fee (643,800)
Impairment of investments in real estate (178,667)
Income from interest rate derivatives
257,068
Net gain on dispositions of real estate 1,775,016
Interest expense, net
(2,336,050)
Loss on extinguishment of debt
(35,025)
Other expense(1)
(57,081)
Net income $ 533,116
Net loss attributable to non-controlling interests in third party joint ventures $ 243,700
Net income attributable to non-controlling interests in BREIT OP unitholders
(34,643)
Net income attributable to BREIT stockholders $ 742,173
(1) Included within Other expense on the Condensed Consolidated Statements of Operations is $15.0 million of net unrealized loss related to equity securities.

17. Commitments and Contingencies
Litigation
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2024 and December 31, 2023, the Company was not involved in any material legal proceedings.
43

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to "Blackstone Real Estate Income Trust," "BREIT," the "Company," "we," "us," or "our" refer to Blackstone 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 condensed consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," "identify" or other similar words or the negatives thereof. These may include our financial estimates and their underlying assumptions, statements about plans, objectives, intentions and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, future operations, repurchases, acquisitions, future performance, and statements identified but not yet disclosed acquisitions. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. We believe these factors include but are not limited to those described under the section entitled "Risk Factors" in our prospectus and our Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our prospectus and other filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Website Disclosure
We use our website (www.breit.com) as a channel of distribution of company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases and SEC filings. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.
Overview
We invest primarily in stabilized, income-generating commercial real estate in the United States and to a lesser extent, outside the United States. We also, to a lesser extent, invest in real estate debt investments. We are the sole general partner and majority limited partner of BREIT Operating Partnership L.P. ("BREIT OP"), a Delaware limited partnership, and we own substantially all of our assets through BREIT OP. We are externally managed by BX REIT Advisors L.L.C. (the "Adviser"). The Adviser is part of the real estate group of Blackstone Inc. ("Blackstone"), a leading investment manager. We currently operate our business in nine reportable segments: Rental Housing, Industrial, Net Lease, Data Centers, Hospitality, Self Storage, Retail, and Office Properties, and Investments in Real Estate Debt. Rental Housing includes multifamily and other types of rental housing such as manufactured, student, affordable, and single family rental housing, as well as senior living. Net Lease includes the real estate assets of The Bellagio Las Vegas (the "Bellagio") and The Cosmopolitan of Las Vegas (the "Cosmopolitan"). Unconsolidated interests are included in the respective property segment.
BREIT is a non-listed, perpetual life real estate investment trust ("REIT") that qualifies as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax. 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 November 8, 2024, we had received cumulative net proceeds of $77.2 billion from the sale of 6.0 billion shares of our Class S, Class I, Class T, Class D and Class C common stock in our continuous public offering and private offerings, and units of BREIT OP. We contributed the net proceeds from the sale of shares to BREIT OP in exchange for a corresponding number of Class S, Class I, Class T, Class D and Class C units. As of November 8, 2024, there are no Class F shares or Class F units outstanding. BREIT OP has primarily used the net proceeds to make investments in real estate and real estate debt and for other general corporate purposes (including to fund repurchase requests under our share repurchase plan (the "Share Repurchase Plan") from time to time) as further described below under "Investment Portfolio." We intend to continue selling shares of our common stock on a monthly basis through our continuous public offering and private offerings.
44

Q3 2024 Highlights
Operating Results:
•Declared monthly net distributions totaling $0.6 billion for the three months ended September 30, 2024. The details of the average annualized distribution rates and total returns are shown in the following table:
Class S Class I Class T Class D
Average Annualized Distribution Rate(1)
3.9% 4.7% 3.9% 4.6%
Year-to-Date Total Return, without upfront selling commissions(2)
1.8% 2.4% 1.8% 2.2%
Year-to-Date Total Return, assuming maximum upfront selling commissions(2)
(1.7)% n/a (1.7)% 0.7%
Inception-to-Date Total Return, without upfront selling commissions(2)
8.9% 9.8% 9.1% 9.6%
Inception-to-Date Total Return, assuming maximum upfront selling commissions(2)
8.4% n/a 8.6% 9.4%
Investments:
•Sold 52 rental housing properties, three industrial properties, three retail properties and two hospitality properties for total net proceeds of $3.8 billion. We recognized a net realized gain of $0.9 billion, net of the impairments recorded during the quarter, related to the disposition of such properties.
•Included above is the sale of 19 student housing properties for net proceeds of $1.6 billion, resulting in a net realized gain of $682.6 million. Net proceeds includes a $200.0 million preferred interest investment retained.
Capital and Financing Activity:
•Raised $0.7 billion from the sale of shares of our common stock and units of BREIT OP during the three months ended September 30, 2024. Repurchased $1.7 billion of our shares and units from investors during the three months ended September 30, 2024.
•Repaid a net $2.1 billion of financings during the three months ended September 30, 2024.
Current Portfolio:
•Our portfolio as of September 30, 2024 consisted of investments in real estate (94% based on fair value) and investments in real estate debt (6%).
•Our 4,675 properties(3) as of September 30, 2024 consisted primarily of Rental Housing (50% based on fair value), Industrial (26%), Data Centers (11%) and Net Lease (5%), and our real estate portfolio was primarily concentrated in the following regions: South (38%), West (29%) and East (20%).
•Our investments in real estate debt as of September 30, 2024 consisted of a diversified portfolio of CMBS, RMBS, mortgage and mezzanine loans, and other real estate-related debt. For further details on credit rating and underlying real estate collateral, refer to "Investment Portfolio - Investments in Real Estate Debt" below.
(1)The annualized distribution rate is calculated by averaging each of the three months' annualized distribution, divided by the prior month's net asset value, which is inclusive of all fees and expenses. We believe the annualized distribution rate is a useful measure of our overall investment performance.
(2)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period, and assumes any distributions are reinvested under our distribution reinvestment plan. Total return for periods greater than one year are annualized. We believe total return is a useful measure of our overall investment performance.
(3)Excludes 63,688 single family rental homes. Such single family rental homes are included in the fair value amounts.

45

Investment Portfolio
Portfolio Summary
The following chart allocates our investments in real estate and real estate debt based on fair value as of September 30, 2024:
Real Estate Investments
The following charts further describe the diversification of our investments in real estate based on fair value as of September 30, 2024:
(1) "Real estate investments" include wholly owned property investments, BREIT's share of property investments held through joint ventures and equity in public and private real estate-related companies. "Real estate debt" includes BREIT's investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate and real estate related assets, and excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Condensed Consolidated Generally Accepted Accounting Principles ("GAAP") Balance Sheets. "Property Sector" weighting is measured as the asset value of real estate investments for each sector category divided by the asset value of all real estate investments, excluding the value of any third party interests in such real estate investments. "Region Concentration" represents regions as defined by the National Council of Real Estate Fiduciaries ("NCREIF") and the weighting is measured as the asset value of our real estate properties for each regional category divided by the asset value of all real estate properties, excluding the value of any third party interests in such real estate properties. "Non-U.S." reflects investments in Europe and Canada.
46

The following map identifies the top markets of our real estate portfolio composition based on fair value as of September 30, 2024:

The select states highlighted represent BREIT's top four states by portfolio weighting. Portfolio weighting is measured as the asset value of real estate properties for each state divided by the total asset value of all real estate properties, excluding the value of any third party interests in such real estate investments. BREIT is invested in additional states that are not highlighted above.
As of September 30, 2024, we owned, in whole or in part, a diversified portfolio of income producing assets comprising 4,675 properties and 63,688 single family rental homes concentrated in growth markets primarily focused in Rental Housing, Industrial, Data Centers and Net Lease properties, and to a lesser extent Self Storage, Hospitality, Retail, and Office properties.
47

The following table provides a summary of our portfolio by segment as of September 30, 2024:
Segment Revenue For the Nine Months ended September 30,(7)
Segment
Number of
Properties(1)(2)
Sq. Feet (in
thousands)/
Units/Keys(1)(2)(3)
Occupancy
Rate(3)(4)
Average Effective
Annual Base Rent Per Leased Square Foot/Units/Keys(3)(5)
Gross Asset
Value(6)
($ in thousands)
2024
($ in thousands)
2023
($ in thousands)
Rental Housing(8)
993 284,830 units 94% $21,117 $ 58,722,031 $ 4,218,692 $ 4,292,080
Industrial 3,159 433,765 sq. ft. 94% $6.39 30,582,981 1,368,934 1,357,012
Data Centers 114 12,742 sq. ft. 100% $15.05 13,497,575 392,388 323,751
Net Lease 2 15,409 sq. ft. 100% N/A 5,666,106 451,153 450,177
Office 14 5,171 sq. ft. 99% $42.62 3,289,483 208,200 218,478
Hospitality 246 33,664 keys 73% $189.49/$138.84 2,927,103 506,899 662,649
Retail 67 9,214 sq. ft. 97% $20.65 2,640,765 185,226 192,314
Self Storage 80 5,118 sq. ft. 85% $14.15 848,220 57,691 169,779
Total 4,675 94% $ 118,174,264 $ 7,389,183 $ 7,666,240
(1)Single family rental homes are included in rental housing units and are not reflected in the number of properties.
(2)Includes properties owned by unconsolidated entities.
(3)Excludes land under development related to our rental housing, industrial and data centers investments.
(4)For our industrial, net lease, data centers, retail and office investments, occupancy includes all leased square footage as of September 30, 2024. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended September 30, 2024. For our single family rental housing investments, the occupancy rate includes occupied homes for the three months ended September 30, 2024. For our self storage, manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of September 30, 2024. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended September 30, 2024. Hospitality investments owned less than 12 months are excluded from the average occupancy rate calculation. Total occupancy is weighted by the total value of all consolidated real estate properties, excluding our hospitality investments, and any third party interests in such properties. Unconsolidated investments are excluded from occupancy rate calculations.
(5)For multifamily and rental housing properties other than manufactured housing, average effective annual base rent represents the base rent for the three months ended September 30, 2024 per leased unit, and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For manufactured housing, industrial, net lease, data centers, self storage, office, and retail properties, average effective annual base rent represents the annualized September 30, 2024 base rent per leased square foot or unit and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization. For hospitality properties, average effective annual base rent represents Average Daily Rate ("ADR") and Revenue Per Available Room ("RevPAR"), respectively, for the 12 months ended September 30, 2024. Hospitality investments owned less than 12 months are excluded from the ADR and RevPAR calculations. Unconsolidated investments are excluded from average effective annual base rent calculations.
(6)Measured as the total fair value of real estate investments for each sector, excluding the value of any third party interests in such real estate investments.
(7)Segment revenue is determined in accordance with GAAP for the nine months ended September 30, 2024 and includes our allocable share of revenues generated by unconsolidated entities.
(8)Rental Housing includes multifamily and other types of rental housing such as student, affordable, manufactured and single family rental housing, as well as senior living. Rental Housing units include multifamily units, student housing units, affordable housing units, manufactured housing sites, single family rental homes and senior living units.
48

Real Estate
The following table provides information regarding our real estate portfolio as of September 30, 2024:
Segment and Investment
Number of
Properties(1)(2)
Location Acquisition Date
Ownership Interest(3)
Sq. Feet (in thousands)/Units/Keys(2)(4)
Occupancy Rate(4)(5)
Rental Housing:
TA Multifamily Portfolio 2 Palm Beach Gardens, FL & Gurnee, IL April 2017 100% 959 units 94%
Emory Point 1 Atlanta, GA May 2017 100% 750 units 95%
Nevada West Multifamily 3 Las Vegas, NV May 2017 100% 972 units 94%
Mountain Gate & Trails Multifamily 2 Las Vegas, NV June 2017 100% 539 units 94%
Elysian West Multifamily 1 Las Vegas, NV July 2017 100% 466 units 94%
Gilbert Multifamily 2 Gilbert, AZ Sept. 2017 90% 748 units 94%
ACG II Multifamily 3 Various Sept. 2017 94% 740 units 95%
Olympus Multifamily 3 Jacksonville, FL Nov. 2017 95% 1,032 units 94%
Amberglen West Multifamily 1 Hillsboro, OR Nov. 2017 100% 396 units 94%
Aston Multifamily Portfolio 3 Various Various 100% 576 units 94%
Talavera and Flamingo Multifamily 2 Las Vegas, NV Dec. 2017 100% 674 units 95%
Montair Multifamily 1 Thornton, CO Dec. 2017 100% 320 units 86%
Signature at Kendall Multifamily 2 Miami, FL Dec. 2017 100% 546 units 94%
Wave Multifamily Portfolio 4 Various May 2018 100% 1,728 units 93%
ACG III Multifamily 2 Gresham, OR & Turlock, CA May 2018 95% 475 units 94%
Carroll Florida Multifamily 1 Jacksonville & Orlando, FL May 2018 100% 320 units 93%
Solis at Flamingo 1 Las Vegas, NV June 2018 95% 524 units 95%
Coyote Multifamily Portfolio 6 Phoenix, AZ Aug. 2018 100% 1,753 units 95%
Avanti Apartments 1 Las Vegas, NV Dec. 2018 100% 414 units 92%
Gilbert Heritage Apartments 1 Phoenix, AZ Feb. 2019 90% 256 units 96%
Roman Multifamily Portfolio 9 Various Feb. 2019 100% 2,403 units 94%
Citymark Multifamily 2-Pack 2 Las Vegas, NV & Lithia Springs, GA April 2019 100% 608 units 91%
Raider Multifamily Portfolio 4 Las Vegas, NV Various 100% 1,514 units 93%
Bridge II Multifamily Portfolio 6 Various Various 100% 2,363 units 92%
Miami Doral 2-Pack 2 Miami, FL May 2019 100% 720 units 93%
Davis Multifamily 2-Pack 2 Raleigh, NC & Jacksonville, FL May 2019 100% 454 units 94%
Slate Savannah 1 Savannah, GA May 2019 90% 272 units 94%
Amara at MetroWest 1 Orlando, FL May 2019 95% 411 units 92%
Edge Las Vegas 1 Las Vegas, NV June 2019 95% 296 units 95%
ACG IV Multifamily 2 Woodland, CA & Puyallup, WA June 2019 95% 606 units 93%
Perimeter Multifamily 3-Pack 3 Atlanta, GA June 2019 100% 691 units 92%
Anson at the Lakes 1 Charlotte, NC June 2019 100% 694 units 94%
San Valiente Multifamily 1 Phoenix, AZ July 2019 95% 604 units 93%
Edgewater at the Cove 1 Oregon City, OR Aug. 2019 100% 248 units 92%
Haven 124 Multifamily 1 Denver, CO Sept. 2019 100% 562 units 89%
Villages at McCullers Walk Multifamily 1 Raleigh, NC Oct. 2019 100% 412 units 94%
Canopy at Citrus Park Multifamily 1 Largo, FL Oct. 2019 90% 318 units 94%
Ridge Multifamily Portfolio 4 Las Vegas, NV Oct. 2019 90% 1,220 units 92%
Charleston on 66th Multifamily 1 Tampa, FL Nov. 2019 95% 258 units 93%
Evolve at Timber Creek Multifamily 1 Garner, NC Nov. 2019 100% 304 units 95%
Arches at Hidden Creek Multifamily 1 Chandler, AZ Nov. 2019 98% 432 units 94%
Arium Multifamily Portfolio 3 Various Dec. 2019 100% 972 units 94%
Easton Gardens Multifamily 1 Columbus, OH Feb. 2020 95% 1,064 units 94%
Acorn Multifamily Portfolio 16 Various Feb. & May 2020 98% 6,636 units 94%
Indigo West Multifamily 1 Orlando, FL March 2020 100% 456 units 91%
Park & Market Multifamily 1 Raleigh, NC Oct. 2020 100% 409 units 94%
Cortland Lex Multifamily 1 Alpharetta, GA Oct. 2020 100% 360 units 96%
The Palmer Multifamily 1 Charlotte, NC Oct. 2020 90% 318 units 94%
Jaguar Multifamily Portfolio 6 Various Nov. & Dec. 2020 100% 2,375 units 93%
Kansas City Multifamily Portfolio 2 Overland Park & Olathe, KS Dec. 2020 100% 620 units 96%
Cortona South Tampa Multifamily 1 Tampa, FL April 2021 100% 300 units 95%
Rosery Multifamily Portfolio 1 Largo, FL April 2021 100% 224 units 93%
Encore Tessera Multifamily 1 Phoenix, AZ May 2021 80% 240 units 93%
Acorn 2.0 Multifamily Portfolio 14 Various Various 98% 5,921 units 94%
Vue at Centennial Multifamily 1 Las Vegas, NV June 2021 100% 372 units 92%
Charlotte Multifamily Portfolio 2 Various June & Aug. 2021 100% 576 units 94%
49

Segment and Investment
Number of
Properties(1)(2)
Location Acquisition Date
Ownership Interest(3)
Sq. Feet (in thousands)/Units/Keys(2)(4)
Occupancy Rate(4)(5)
Haven by Watermark Multifamily 1 Denver, CO June 2021 100% 206 units 94%
Legacy North Multifamily 1 Plano, TX Aug. 2021 100% 1,675 units 93%
The Brooke Multifamily 1 Atlanta, GA Aug. 2021 100% 537 units 94%
One Boynton Multifamily 1 Boynton Beach, FL Aug. 2021 100% 494 units 94%
Town Lantana Multifamily 1 Lantana, FL Sept. 2021 90% 360 units 95%
Ring Multifamily Portfolio 12 Various Sept. 2021 100% 3,030 units 95%
Villages at Pecan Grove Multifamily 1 Holly Springs, NC Nov. 2021 100% 336 units 96%
Cielo Morrison Multifamily Portfolio 2 Charlotte, NC Nov. 2021 90% 419 units 95%
FiveTwo at Highland Multifamily 1 Austin, TX Nov. 2021 90% 390 units 94%
Roman 2.0 Multifamily Portfolio 19 Various Dec. 2021 & Jan. 2022 100% 6,044 units 94%
Kapilina Beach Homes Multifamily 1 Ewa Beach, HI Dec. 2021 100% 1,459 units 88%
SeaTac Multifamily Portfolio 2 Edgewood & Everett, WA Dec. 2021 90% 480 units 94%
Villages at Raleigh Beach Multifamily 1 Raleigh, NC Jan. 2022 100% 392 units 95%
Raider 2.0 Multifamily Portfolio 3 Las Vegas & Henderson, NV March & April 2022 100% 1,390 units 95%
Dallas Multifamily Portfolio 2 Irving & Fort Worth, TX April 2022 90% 759 units 95%
Carlton at Bartram Park Multifamily 1 Jacksonville, FL April 2022 100% 750 units 94%
Overlook Multifamily Portfolio 2 Malden & Revere, MA April 2022 100% 1,386 units 93%
Harper Place at Bees Ferry Multifamily 1 Charleston, SC April 2022 100% 195 units 95%
Rapids Multifamily Portfolio 36 Various May 2022 100% 10,842 units 93%
8 Spruce Street Multifamily 1 New York, NY May 2022 100% 900 units 96%
Pike Multifamily Portfolio(6)
42 Various June 2022 100% 11,621 units 94%
ACG V Multifamily 2 Stockton, CA Sept. 2022 95% 449 units 94%
Tricon - Multifamily(7)
11 Various May 2024
Various(7)
1,789 units (5)
Highroads MH 2 Phoenix, AZ April 2018 99.6% 198 units 96%
Evergreen Minari MH 2 Phoenix, AZ June 2018 99.6% 115 units 96%
Southwest MH 10 Various June 2018 99.6% 2,250 units 91%
Hidden Springs MH 1 Desert Hot Springs, CA July 2018 99.6% 317 units 87%
SVPAC MH 2 Phoenix, AZ July 2018 99.6% 233 units 100%
Riverest MH 1 Tavares, FL Dec. 2018 99.6% 130 units 97%
Angler MH Portfolio 4 Phoenix, AZ April 2019 99.6% 770 units 92%
Florida MH 4-Pack 4 Various April & July 2019 99.6% 799 units 93%
Impala MH 3 Phoenix & Chandler, AZ July 2019 99.6% 333 units 96%
Clearwater MHC 2-Pack 2 Clearwater, FL March & Aug. 2020 99.6% 207 units 90%
Legacy MH Portfolio 7 Various April 2020 99.6% 1,896 units 90%
May Manor MH 1 Lakeland, FL June 2020 99.6% 297 units 82%
Royal Oaks MH 1 Petaluma, CA Nov. 2020 99.6% 94 units 100%
Southeast MH Portfolio 22 Various Dec. 2020 99.6% 5,934 units 91%
Redwood Village MH 1 Santa Rosa, CA July 2021 99.6% 67 units 99%
Courtly Manor MH 1 Hialeah, FL Oct. 2021 99.6% 525 units 100%
Crescent Valley MH 1 Newhall, CA Nov. 2021 99.6% 85 units 92%
EdR Student Housing Portfolio 1 Various Sept. 2018 60% 262 units 91%
Mercury 3100 Student Housing 1 Orlando, FL Feb. 2021 100% 228 units 90%
Signal Student Housing Portfolio 8 Various Aug. 2021 96% 1,749 units 93%
Standard at Fort Collins Student Housing 1 Fort Collins, CO Nov. 2021 97% 237 units 96%
Intel Student Housing Portfolio 4 Reno, NV Various 98% 805 units 91%
Signal 2.0 Student Housing Portfolio 2 Buffalo, NY & Athens, GA Dec. 2021 97% 366 units 92%
Robin Student Housing Portfolio 8 Various March 2022 98% 1,703 units 84%
Legacy on Rio Student Housing 1 Austin, TX March 2022 97% 149 units 92%
Mark at Tucson Student Housing 1 Mountain, AZ April 2022 97% 154 units 93%
Legacy at Baton Rouge Student Housing 1 Baton Rouge, LA May 2022 97% 300 units 97%
American Campus Communities 144 Various Aug. 2022 69% 34,197 units 93%
Home Partners of America(8)
N/A(1)
Various Various
Various(8)
26,391 units 95%
Tricon - Single Family Rental(9)
N/A(1)
Various May 2024
Various(9)
37,297 units (5)
Quebec Independent Living Portfolio 6 Quebec, Canada Aug. 2021 & Aug. 2022 100% 1,805 units 92%
Ace Affordable Housing Portfolio(10)
419 Various Dec. 2021
Various(10)
57,138 units 94%
Florida Affordable Housing Portfolio 43 Various Various 100% 10,965 units 97%
Palm Park Affordable Housing 1 Boynton Beach, FL May 2022 100% 160 units 98%
Wasatch 2-Pack 2 Spring Valley, CA & Midvale, UT Oct. 2022 100% 350 units 88%
Total Rental Housing 993 284,830 units
50

Segment and Investment
Number of
Properties(1)(2)
Location Acquisition Date
Ownership Interest(3)
Sq. Feet (in thousands)/Units/Keys(2)(4)
Occupancy Rate(4)(5)
Industrial:
HS Industrial Portfolio 33 Various April 2017 100% 5,573 sq. ft. 94%
Fairfield Industrial Portfolio 11 Fairfield, NJ Sept. 2017 100% 578 sq. ft. 96%
Southeast Industrial Portfolio 3 Various Nov. 2017 100% 1,167 sq. ft. 66%
Kraft Chicago Industrial Portfolio 3 Aurora, IL Jan. 2018 100% 1,693 sq. ft. 100%
Canyon Industrial Portfolio 131 Various March 2018 100% 19,542 sq. ft. 92%
HP Cold Storage Industrial Portfolio 6 Various May 2018 100% 2,259 sq. ft. 100%
Meridian Industrial Portfolio 73 Various Nov. 2018 100% 9,854 sq. ft. 93%
Summit Industrial Portfolio 8 Atlanta, GA Dec. 2018 100% 631 sq. ft. 91%
4500 Westport Drive 1 Harrisburg, PA Jan. 2019 100% 179 sq. ft. 100%
Minneapolis Industrial Portfolio 34 Minneapolis, MN April 2019 100% 2,459 sq. ft. 95%
Atlanta Industrial Portfolio 61 Atlanta, GA May 2019 100% 3,779 sq. ft. 98%
Patriot Park Industrial Portfolio 2 Durham, NC Sept. 2019 100% 323 sq. ft. 100%
Denali Industrial Portfolio 18 Various Sept. 2019 100% 4,098 sq. ft. 97%
Jupiter 12 Industrial Portfolio 290 Various Sept. 2019 100% 54,834 sq. ft. 96%
2201 Main Street 1 San Diego, CA Oct. 2019 100% 260 sq. ft. 100%
Triangle Industrial Portfolio 24 Greensboro, NC Jan. 2020 100% 2,434 sq. ft. 99%
Midwest Industrial Portfolio 27 Various Feb. 2020 100% 5,940 sq. ft. 88%
Pancal Industrial Portfolio 12 Various Feb. & April 2020 100% 2,109 sq. ft. 94%
Diamond Industrial 1 Pico Rivera, CA Aug. 2020 100% 243 sq. ft. 100%
Inland Empire Industrial Portfolio 2 Etiwanda & Fontana, CA Sept. 2020 100% 404 sq. ft. 100%
Shield Industrial Portfolio 13 Various Dec. 2020 100% 2,079 sq. ft. 100%
7520 Georgetown Industrial 1 Indianapolis, IN Dec. 2020 100% 425 sq. ft. 100%
WC Infill Industrial Portfolio(11)
18 Various Jan. & Aug. 2021 85% 2,698 sq. ft. (5)
Vault Industrial Portfolio(11)
35 Various Jan. 2021 46% 6,597 sq. ft. (5)
Chicago Infill Industrial Portfolio 7 Various Feb. 2021 100% 1,058 sq. ft. 100%
Greensboro Industrial Portfolio 19 Various April 2021 100% 2,068 sq. ft. 87%
NW Corporate Center Industrial Portfolio 3 El Paso, TX July 2021 100% 692 sq. ft. 100%
I-85 Southeast Industrial Portfolio 4 Various July & Aug. 2021 100% 739 sq. ft. 100%
Alaska Industrial Portfolio(11)
27 Various UK July & Oct. 2021 22% 8,735 sq. ft. (5)
Stephanie Industrial Portfolio 2 Henderson, NV Sept. 2021 100% 338 sq. ft. 100%
Capstone Industrial Portfolio 2 Brooklyn Park, MN Sept. 2021 100% 219 sq. ft. 100%
Winston Industrial Portfolio(12)
122 Various Oct. 2021
Various(12)
32,812 sq. ft. 94%
Tempe Industrial Center 1 Tempe, AZ Oct. 2021 100% 175 sq. ft. 100%
Procyon Distribution Center Industrial 1 Las Vegas, NV Oct. 2021 100% 122 sq. ft. 45%
Northborough Industrial Portfolio 2 Marlborough, MA Oct. 2021 100% 600 sq. ft. 100%
Coldplay Logistics Portfolio(11)
17 Various Germany Oct. 2021 10% 1,735 sq. ft. (5)
Canyon 2.0 Industrial Portfolio 101 Various Nov. 2021 99% 14,929 sq. ft. 90%
Tropical Sloane Las Vegas Industrial 1 Las Vegas, NV Nov. 2021 100% 171 sq. ft. 100%
Explorer Industrial Portfolio(11)
326 Various Nov. 2021 12% 69,885 sq. ft. (5)
Evergreen Industrial Portfolio(11)
12 Various Europe Dec. 2021 10% 6,005 sq. ft. (5)
Maplewood Industrial 14 Various Dec. 2021 100% 3,169 sq. ft. 72%
Meadowland Industrial Portfolio 3 Las Vegas, NV Dec. 2021 100% 1,138 sq. ft. 92%
Bulldog Industrial Portfolio 7 Suwanee, GA Dec. 2021 100% 512 sq. ft. 94%
SLC NW Commerce Industrial 3 Salt Lake City, UT Dec. 2021 100% 529 sq. ft. 100%
Bluefin Industrial Portfolio(11)
68 Various Dec. 2021 23% 10,146 sq. ft. (5)
73 Business Center Industrial Portfolio 1 Greensboro, NC Dec. 2021 100% 217 sq. ft. 100%
Amhurst Industrial Portfolio 8 Waukegan, IL March 2022 100% 1,280 sq. ft. 88%
Shoals Logistics Center Industrial 1 Austell, GA April 2022 100% 254 sq. ft. N/A
Durham Commerce Center Industrial 1 Durham, NC April 2022 100% 132 sq. ft. 100%
Mileway Industrial Portfolio(11)
1,598 Various Europe Various 15% 145,947 sq. ft. (5)
Total Industrial 3,159 433,765 sq. ft.
Data Centers:
D.C. Powered Shell Warehouse Portfolio 9 Ashburn & Manassas, VA June & Dec. 2019 90% 1,471 sq. ft. 100%
Highpoint Powered Shell Portfolio 2 Sterling, VA June 2021 100% 434 sq. ft. 100%
QTS Data Centers(11)
100 Various Aug. 2021 33.6% 10,045 sq. ft. (5)
Atlantic Powered Shell Portfolio 3 Sterling, VA April 2022 100% 792 sq. ft. 100%
Total Data Centers 114 12,742 sq. ft.
51

Segment and Investment
Number of
Properties(1)(2)
Location Acquisition Date
Ownership Interest(3)
Sq. Feet (in thousands)/Units/Keys(2)(4)
Occupancy Rate(4)(5)
Net Lease:
Bellagio Net Lease 1 Las Vegas, NV Nov. 2019 49% 8,507 sq. ft. 100%
Cosmopolitan Net Lease 1 Las Vegas, NV May 2022 80% 6,902 sq. ft. 100%
Total Net Lease 2 15,409 sq. ft.
Office:
EmeryTech Office 1 Emeryville, CA Oct. 2019 100% 234 sq. ft. 95%
Coleman Highline Office 1 San Jose, CA Oct. 2020 100% 357 sq. ft. 100%
Atlanta Tech Center Office 1 Atlanta, GA May 2021 100% 361 sq. ft. 100%
Atlantic Complex Office 3 Toronto, Canada Nov. 2021 97% 259 sq. ft. 99%
One Manhattan West(11)
1 New York, NY March 2022 49% 2,081 sq. ft. (5)
One Culver Office 1 Culver City, CA March 2022 90% 373 sq. ft. 100%
Montreal Office Portfolio 2 Various March 2022 98% 412 sq. ft. 95%
Atlanta Tech Center 2.0 Office 1 Atlanta, GA June 2022 100% 318 sq. ft. 100%
Pike Office Portfolio(6)
2 Various June 2022 100% 259 sq. ft. 86%
Adare Office 1 Dublin, Ireland Aug. 2022 75% 517 sq. ft. 100%
Total Office 14 5,171 sq. ft.
Hospitality:
Hyatt Place UC Davis 1 Davis, CA Jan. 2017 100% 127 keys 67%
Hyatt Place San Jose Downtown 1 San Jose, CA June 2017 100% 240 keys 72%
Florida Select-Service 4-Pack 1 Tampa, FL July 2017 100% 113 keys 79%
Hyatt House Downtown Atlanta 1 Atlanta, GA Aug. 2017 100% 150 keys 73%
Boston/Worcester Select-Service 3-Pack 1 Boston & Worcester, MA Oct. 2017 100% 140 keys 91%
Henderson Select-Service 2-Pack 2 Henderson, NV May 2018 100% 228 keys 79%
Orlando Select-Service 2-Pack 2 Orlando, FL May 2018 100% 254 keys 83%
Corporex Select Service Portfolio 2 Various Aug. 2018 100% 225 keys 79%
Hampton Inn & Suites Federal Way 1 Seattle, WA Oct. 2018 100% 142 keys 73%
Courtyard Kona 1 Kailua-Kona, HI March 2019 100% 455 keys 74%
Raven Select Service Portfolio 14 Various June 2019 100% 1,649 keys 75%
Urban 2-Pack 1 Chicago, IL July 2019 100% 337 keys 70%
Hyatt Regency Atlanta 1 Atlanta, GA Sept. 2019 100% 1,260 keys 68%
RHW Select Service Portfolio 6 Various Nov. 2019 100% 557 keys 70%
Key West Select Service Portfolio 4 Key West, FL Oct. 2021 100% 519 keys 82%
Sunbelt Select Service Portfolio 3 Various Dec. 2021 100% 716 keys 70%
HGI Austin University Select Service 1 Austin, TX Dec. 2021 100% 214 keys 70%
Sleep Extended Stay Hotel Portfolio(11)
196 Various July 2022 30% 24,935 keys (5)
Halo Select Service Portfolio 7 Various Aug. & Oct. 2022 100% 1,403 keys 72%
Total Hospitality 246 33,664 keys
Retail:
Bakers Centre 1 Philadelphia, PA March 2017 100% 238 sq. ft. 100%
Plaza Del Sol Retail 1 Burbank, CA Oct. 2017 100% 167 sq. ft. 100%
Vista Center 1 Miami, FL Aug. 2018 100% 89 sq. ft. 97%
El Paseo Simi Valley 1 Simi Valley, CA June 2019 100% 108 sq. ft. 97%
Towne Center East 1 Signal Hill, CA Sept. 2019 100% 163 sq. ft. 98%
Plaza Pacoima 1 Pacoima, CA Oct. 2019 100% 204 sq. ft. 100%
Canarsie Plaza 1 Brooklyn, NY Dec. 2019 100% 274 sq. ft. 98%
SoCal Grocery Portfolio 6 Various Jan. 2020 100% 685 sq. ft. 98%
Northeast Tower Center 1 Philadelphia, PA Aug. 2021 100% 301 sq. ft. 100%
Southeast Retail Portfolio(11)
6 Various Oct. 2021 50% 1,226 sq. ft. (5)
Bingo Retail Portfolio 11 Various Dec. 2021 100% 2,017 sq. ft. 99%
Pike Retail Portfolio(6)(13)
35 Various June 2022
Various(13)
3,710 sq. ft. 96%
Tricon-Retail 1 Ontario,Canada May 2024 12% 31 sq. ft. (5)
Total Retail 67 9,214 sq. ft.
Self Storage:
East Coast Storage Portfolio 21 Various Aug. 2019 98% 1,335 sq. ft. 86%
Phoenix Storage 2-Pack 2 Phoenix, AZ March 2020 98% 111 sq. ft. 83%
Cactus Storage Portfolio 18 Various Sept. & Oct. 2020 98% 1,084 sq. ft. 85%
Caltex Storage Portfolio 4 Various Nov. & Dec. 2020 98% 241 sq. ft. 86%
52

Segment and Investment
Number of
Properties(1)(2)
Location Acquisition Date
Ownership Interest(3)
Sq. Feet (in thousands)/Units/Keys(2)(4)
Occupancy Rate(4)(5)
Florida Self Storage Portfolio 2 Cocoa & Rockledge, FL Dec. 2020 98% 158 sq. ft. 85%
Pace Storage Portfolio 1 Pace, FL Dec. 2020 98% 71 sq. ft. 86%
Flamingo Self Storage Portfolio 6 Various Various 98% 375 sq. ft. 86%
Alpaca Self Storage Portfolio 26 Various April 2022 98% 1,743 sq. ft. 85%
Total Self Storage 80 5,118 sq. ft.
Total Investments in Real Estate 4,675
(1)Rental Housing includes multifamily and other types of rental housing such as student, affordable, manufactured and single family rental housing, as well as senior living. Rental Housing units include multifamily units, student housing units, affordable housing units, manufactured housing sites, single family rental homes and senior living units. Single family rental homes are accounted for in rental housing units and are not reflected in the number of properties.
(2)Includes properties owned by unconsolidated entities.
(3)Certain of our joint venture agreements provide the seller or 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.
(4)Excludes land under development related to our rental housing, industrial and data centers investments.
(5)For our industrial, net lease, data centers, retail and office investments, occupancy includes all leased square footage as of September 30, 2024. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual rent divided by gross potential rent (defined as actual rent for occupied units and market rent for vacant units) for the three months ended September 30, 2024. For our single family rental housing investments, the occupancy rate includes occupied homes for the three months ended September 30, 2024. For our self storage, manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of September 30, 2024. The average occupancy rate for our hospitality investments includes paid occupied rooms for the 12 months ended September 30, 2024. Hospitality investments owned less than 12 months are excluded from the average occupancy rate calculation. Unconsolidated investments are excluded from occupancy rate calculations.
(6)Represents acquisition of Preferred Apartment Communities ("PAC").
(7)Includes various ownership interests in 11 unconsolidated multifamily properties.
(8)Includes a 100% interest in 15,964 consolidated single family rental homes, a 44% interest in 8,676 unconsolidated single family rental homes, and a 12% interest in 1,751 unconsolidated single family rental homes.
(9)Includes various ownership interests in 37,297 unconsolidated single family rental homes.
(10)Includes various ownership interests in 412 consolidated affordable housing properties and seven unconsolidated affordable housing properties.
(11)Investment is unconsolidated.
(12)Includes various ownership interests in 97 consolidated industrial properties and 25 unconsolidated industrial properties.
(13)Includes 34 wholly owned retail properties and a 50% interest in one unconsolidated retail property.








53

Lease Expirations
The following schedule details the expiring leases at our consolidated industrial, net lease, data centers, retail, and office properties by annualized base rent and square footage as of September 30, 2024 ($ and square feet data in thousands). The table below excludes our rental housing and self-storage properties as substantially all leases at such properties expire within 12 months:
Year Number of
Expiring Leases
Annualized
Base Rent(1)
% of Total
Annualized Base
Rent Expiring 		Square
Feet 		% of Total Square
Feet Expiring
2024 (remaining) 199 $ 31,955 2% 16,452 8%
2025 621 137,604 7% 19,915 10%
2026 696 208,351 11% 32,579 16%
2027 777 239,094 13% 32,530 16%
2028 636 214,135 12% 29,878 15%
2029 506 201,463 11% 24,417 12%
2030 203 133,559 7% 15,347 8%
2031 119 43,548 2% 5,246 3%
2032 63 43,151 2% 3,686 2%
2033 71 35,178 2% 2,477 1%
Thereafter 173 566,144 31% 16,901 9%
Total 4,064 $ 1,854,182 100% 199,428 100%
(1)Annualized base rent is determined from the annualized base rent per leased square foot as of September 30, 2024 and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization.
54

Investments in Real Estate Debt
The following charts further describe the diversification of our investments in real estate debt by credit rating and collateral type, based on fair value as of September 30, 2024:
(1)Includes our investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate assets, and excludes the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Condensed Consolidated GAAP Balance Sheets.
(2)Not rated positions have a weighted-average LTV at origination of 59%, are primarily composed of 46% industrial and 50% rental housing assets, and include interest-only securities with a fair value of $18.6 million.
55

The following table details our investments in real estate debt as of September 30, 2024 ($ in thousands):
September 30, 2024
Type of Security/Loan(1)
Weighted
Average
Coupon(2)
Weighted
Average
Maturity Date(3)
Face
Amount 		Cost
Basis 		Fair
Value
CMBS(4)
+4.3% 5/13/2033 $ 5,616,298 $ 5,553,954 $ 5,274,563
RMBS 4.2% 5/31/2058 184,317 180,637 147,078
Corporate bonds 4.9% 6/6/2028 56,119 56,003 52,182
Total real estate securities 8.9% 12/28/2033 5,856,734 5,790,594 5,473,823
Commercial real estate loans +4.4% 8/15/2027 1,096,174 1,091,916 1,088,403
Other investments(5)(6)
5.7% 9/21/2029 333,109 316,146 354,088
Total investments in real estate debt 8.8% 10/8/2032 $ 7,286,017 $ 7,198,656 $ 6,916,314
(1)Includes our investments in CMBS, RMBS, mortgage loans, and other debt secured by real estate assets, and exclude the impact of consolidating the loans that serve as collateral for certain of our debt securities on our Condensed Consolidated GAAP Balance Sheets.
(2)The symbol "+" refers to the relevant floating benchmark rates, which include Secured Overnight Financing Rate ("SOFR"), Sterling Overnight Index Average ("SONIA"), and Euro Interbank Offer Rate ("EURIBOR"), as applicable to each security and loan. Fixed rate CMBS and commercial real estate loans are reflected as a spread over the relevant floating benchmark rates as of September 30, 2024 for purposes of the weighted averages. Weighted average coupon for CMBS does not include zero-coupon securities. As of September 30, 2024, we have interest rate swaps outstanding with a notional value of $0.4 billion that effectively convert a portion of our fixed rate investments in real estate debt to floating rates. Total weighted average coupon does not include the impact of such interest rate swaps or other derivatives.
(3)Weighted average maturity date is based on the fully extended maturity date of the instrument.
(4)Face amount excludes interest-only securities with a notional amount of $4.1 billion as of September 30, 2024. In addition, CMBS includes zero-coupon securities of $0.3 billion as of September 30, 2024.
(5)Includes interests in unconsolidated joint ventures that hold investments in real estate debt.
(6)Weighted average coupon rate and weighted average maturity date exclude our investment in a joint venture with the Federal Deposit Insurance Corporation ("FDIC").
56

Results of Operations
The following table sets forth information regarding our consolidated results of operations for the three months ended September 30, 2024 and 2023 ($ in thousands, except per share data):
Three Months Ended September 30,
Change
2024 2023 $
Revenues
Rental revenue $ 1,854,256 $ 1,925,827 $ (71,571)
Hospitality revenue 137,847 145,837 (7,990)
Other revenue 102,563 115,569 (13,006)
Total revenues 2,094,666 2,187,233 (92,567)
Expenses
Rental property operating 938,025 958,571 (20,546)
Hospitality operating 97,870 103,585 (5,715)
General and administrative 15,368 16,960 (1,592)
Management fee 174,252 209,297 (35,045)
Impairment of investments in real estate 48,571 60,952 (12,381)
Depreciation and amortization 848,214 928,863 (80,649)
Total expenses 2,122,300 2,278,228 (155,928)
Other income (expense)
Loss from unconsolidated entities
(74,839) (153,656) 78,817
Income from investments in real estate debt
184,849 192,145 (7,296)
Change in net assets of consolidated securitization vehicles 44,170 53,244 (9,074)
(Loss) income from interest rate derivatives
(815,212) 410,655 (1,225,867)
Net gain on dispositions of real estate 988,970 985,189 3,781
Interest expense, net (853,014) (808,169) (44,845)
Loss on extinguishment of debt (19,608) (26,484) 6,876
Other (expense) income
(35,408) (45,302) 9,894
Total other income (expense) (580,092) 607,622 (1,187,714)
Net (loss) income $ (607,726) $ 516,627 $ (1,124,353)
Net (income) loss attributable to non-controlling interests in third party joint ventures
$ (37,374) $ 100,087 $ (137,461)
Net loss (income) attributable to non-controlling interests in BREIT OP unitholders
39,041 (28,420) 67,461
Net (loss) income attributable to BREIT stockholders $ (606,059) $ 588,294 $ (1,194,353)
Net (loss) income per share of common stock - basic and diluted $ (0.16) $ 0.14 $ (0.30)
Rental Revenue
During the three months ended September 30, 2024, rental revenue decreased $71.6 million as compared to the three months ended September 30, 2023. The decrease can primarily be attributed to a $142.3 million decrease in Non-Same Property revenues due to the real estate dispositions we made from July 1, 2023 to September 30, 2024, partially offset by a $70.7 million increase in Same Property revenues. See "Same Property NOI" section for further details of the increase in Same Property revenues.
Hospitality Revenue
During the three months ended September 30, 2024, hospitality revenue decreased $8.0 million as compared to the three months ended September 30, 2023. The decrease can primarily be attributed to a $11.8 million decrease in Non-Same Property revenues due to the real estate dispositions we made from July 1, 2023 to September 30, 2024, partially offset by a $3.8 million increase in Same Property revenues. See "Same Property NOI" section for further details of the increase in Same Property revenues.
57

Other Revenue
During the three months ended September 30, 2024, other revenue decreased $13.0 million as compared to the three months ended September 30, 2023. The decrease can primarily be attributed to a $12.1 million decrease in Non-Same Property revenues due to the real estate dispositions we made from July 1, 2023 to September 30, 2024 and a $0.9 million decrease in Same Property Revenues. See "Same Property NOI" section for further details of the decrease in Same Property revenues.
Rental Property Operating Expenses
During the three months ended September 30, 2024, rental property operating expenses decreased $20.5 million as compared to the three months ended September 30, 2023. The decrease can primarily be attributed to a $43.8 million decrease in Non-Same Property operating expenses, due to the real estate dispositions we made from July 1, 2023 to September 30, 2024, partially offset by a $23.3 million increase in Same Property operating expenses. See "Same Property NOI" section for further details of the increase in Same Property operating expenses.
Hospitality Operating Expenses
During the three months ended September 30, 2024, hospitality operating expenses decreased $5.7 million as compared to the three months ended September 30, 2023. The decrease can primarily be attributed to a $6.8 million decrease in Non-Same Property expenses due to the real estate dispositions we made from July 1, 2023 to September 30, 2024, partially offset by a $1.1 million increase in Same Property operating expenses. See "Same Property NOI" section for further details of the increase in Same Property hospitality operating expenses.
General and Administrative Expenses
During the three months ended September 30, 2024, general and administrative expenses decreased $1.6 million compared to the three months ended September 30, 2023. The decrease was due to a decrease in various corporate level expenses during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Management Fee
During the three months ended September 30, 2024, the management fee decreased $35.0 million compared to the three months ended September 30, 2023. The decrease was due to a lower average NAV during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Impairment of Investments in Real Estate

During the three months ended September 30, 2024, impairments of investments in real estate decreased $12.4 million compared to the three months ended September 30, 2023. During the three months ended September 30, 2024, we recognized an aggregate $48.6 million of impairment charges including (i) $20.9 million related to certain properties as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, and (ii) $27.7 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs. During the three months ended September 30, 2023, we recognized impairments of $61.0 million related to certain properties as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period.
Depreciation and Amortization
During the three months ended September 30, 2024, depreciation and amortization decreased $80.6 million compared to the three months ended September 30, 2023. The decrease was primarily driven by the impact of disposition activity from July 1, 2023 through September 30, 2024 and the full amortization of certain intangible assets.
Loss from Unconsolidated Entities
During the three months ended September 30, 2024, income from unconsolidated entities increased $78.8 million compared to the three months ended September 30, 2023. The increase was primarily attributable to an increase of $64.4 million related to the change in the fair value of unconsolidated entities carried at fair value.
58

Income from Investments in Real Estate Debt
During the three months ended September 30, 2024, income from investments in real estate debt decreased $7.3 million compared to the three months ended September 30, 2023. The decrease was primarily attributable to a decrease of $27.3 million in interest income offset by an increase of $19.0 million in net unrealized/realized gains on our investments in real estate debt and related derivatives.
Change in Net Assets of Consolidated Securitization Vehicles
During the three months ended September 30, 2024, the change in net assets of consolidated securitization vehicles decreased $9.1 million compared to the three months ended September 30, 2023. The decrease was primarily attributable to a decrease of $3.0 million in net unrealized/realized gains and a decrease of $6.1 million in interest income due to a decrease in principal value of our net investments in these securitization vehicles.
(Loss) Income from Interest Rate Derivatives
During the three months ended September 30, 2024, income from interest rate derivatives decreased $1.2 billion compared to the three months ended September 30, 2023. The decrease was primarily attributable to a decrease in the fair value of derivatives.
Net Gain on Dispositions of Real Estate
During the three months ended September 30, 2024, net gain on dispositions of real estate increased $3.8 million compared to the three months ended September 30, 2023. During the three months ended September 30, 2024, we recorded $989.0 million of net gains from the disposition of 52 rental housing properties, three industrial properties three retail properties and two hospitality properties. During the three months ended September 30, 2023, we recorded $985.2 million of net gains from the disposition of 128 self storage properties, 20 rental housing properties, seven hospitality properties, two industrial properties and one office property.
Interest Expense, Net
During the three months ended September 30, 2024, net interest expense increased $44.8 million compared to the three months ended September 30, 2023, primarily due to the incremental borrowings outstanding.
Loss on Extinguishment of Debt
During the three months ended September 30, 2024, loss on extinguishment of debt decreased $6.9 million compared to the three months ended September 30, 2023. The decrease was primarily due to the impact of refinancing and disposition activity during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Other (Expense) Income
During the three months ended September 30, 2024, other expense decreased $9.9 million compared to the three months ended September 30, 2023. The decrease was primarily due to a decrease of $38.4 million in net unrealized loss on our investments in equity securities partially offset by an increase of $26.6 million in provision for income taxes.


59

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2024 and 2023 ($ in thousands, except per share data):
Nine Months Ended September 30,
Change
2024 2023 $
Revenues
Rental revenue $ 5,729,865 $ 5,858,533 $ (128,668)
Hospitality revenue 421,153 564,802 (143,649)
Other revenue 291,109 324,893 (33,784)
Total revenues 6,442,127 6,748,228 (306,101)
Expenses
Rental property operating 2,754,192 2,747,770 6,422
Hospitality operating 291,754 384,997 (93,243)
General and administrative 49,668 51,258 (1,590)
Management fee 542,028 643,800 (101,772)
Impairment of investments in real estate 232,329 178,667 53,662
Depreciation and amortization 2,650,756 2,915,884 (265,128)
Total expenses 6,520,727 6,922,376 (401,649)
Other income (expense)
(Loss) income from unconsolidated entities (137,195) 380,968 (518,163)
Income from investments in real estate debt 610,117 580,948 29,169
Change in net assets of consolidated securitization vehicles 160,596 145,183 15,413
(Loss) income from interest rate derivatives
(552,650) 257,068 (809,718)
Net gain on dispositions of real estate 1,271,414 1,775,016 (503,602)
Interest expense, net (2,542,584) (2,336,050) (206,534)
Loss on extinguishment of debt (71,660) (35,025) (36,635)
Other income (expense)
(19,241) (60,844) 41,603
Total other income (expense) (1,281,203) 707,264 (1,988,467)
Net (loss) income $ (1,359,803) $ 533,116 $ (1,892,919)
Net loss attributable to non-controlling interests in third party joint ventures
$ 31,685 $ 243,700 $ (212,015)
Net loss (income) attributable to non-controlling interests in BREIT OP unitholders 70,547 (34,643) 105,190
Net (loss) income attributable to BREIT stockholders $ (1,257,571) $ 742,173 $ (1,999,744)
Net (loss) income per share of common stock - basic and diluted $ (0.33) $ 0.16 $ (0.49)
Rental Revenue
During the nine months ended September 30, 2024, rental revenue decreased $128.7 million as compared to the nine months ended September 30, 2023. The decrease can primarily be attributed to a $385.7 million decrease in Non-Same Property revenues due to the real estate dispositions from January 1, 2023 to September 30, 2024, partially offset by a $257.0 million increase in Same Property revenues. See "Same Property NOI" section for further details of the increase in Same Property revenues.
Hospitality Revenue
During the nine months ended September 30, 2024, hospitality revenue decreased $143.6 million as compared to the nine months ended September 30, 2023. The decrease can primarily be attributed to a $153.0 million decrease in Non-Same Property revenues due to the real estate dispositions from January 1, 2023 to September 30, 2024, partially offset by a $9.4 million increase in Same Property revenues. See "Same Property NOI" section for further details of the increase in Same Property revenues.
Other Revenue
During the nine months ended September 30, 2024, other revenue decreased $33.8 million as compared to the nine months ended September 30, 2023. The decrease can primarily be attributed to an $30.9 million decrease in Non-Same Property revenues due to the real estate dispositions from January 1, 2023 to September 30, 2024 and a $2.9 million decrease in Same Property revenues. See "Same Property NOI" section for further details of the decrease in Same Property revenues.
60

Rental Property Operating Expenses
During the nine months ended September 30, 2024, rental property operating expenses increased $6.4 million as compared to the nine months ended September 30, 2023. The increase can primarily be attributed to a $93.8 million increase in Same Property operating expenses, partially offset by a $87.4 million decrease in Non-Same Property operating expenses due to the real estate dispositions from January 1, 2023 to September 30, 2024. See "Same Property NOI" section for further details of the increase in Same Property operating expenses.
Hospitality Operating Expenses
During the nine months ended September 30, 2024, hospitality operating expenses decreased $93.2 million as compared to the nine months ended September 30, 2023. The decrease can primarily be attributed to a $103.8 million decrease in Non-Same Property expenses due to the real estate dispositions we made from January 1, 2023 to September 30, 2024, partially offset by a $10.6 million increase in Same Property operating expenses. See "Same Property NOI" section for further details of the increase in Same Property hospitality operating expenses.
General and Administrative Expenses
During the nine months ended September 30, 2024, general and administrative expenses decreased $1.6 million compared to the nine months ended September 30, 2023. The decrease was due to a decrease in various corporate level expenses during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Management Fee
During the nine months ended September 30, 2024, the management fee decreased $101.8 million compared to the nine months ended September 30, 2023. The decrease was due to a lower average NAV during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Impairment of Investments in Real Estate

During the nine months ended September 30, 2024, impairments of investments in real estate increased $53.7 million compared to the nine months ended September 30, 2023. During the nine months ended September 30, 2024, we recognized an aggregate $232.3 million of impairment charges including (i) $133.0 million related to certain properties as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, and (ii) $99.3 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs. During the nine months ended September 30, 2023, we recognized an aggregate $178.7 million of impairment charges including (i) $166.2 million related to certain properties as a result of updates to the undiscounted cash flow assumptions to account for a shorter hold period, and (ii) $12.5 million related to certain held-for-sale real estate investments where their GAAP carrying amount exceeded their fair value, less estimated closing costs.
Depreciation and Amortization
During the nine months ended September 30, 2024, depreciation and amortization decreased $265.1 million compared to the nine months ended September 30, 2023. The decrease was primarily driven by the impact of disposition activity from January 1, 2023 through September 30, 2024 and the full amortization of certain intangible assets.
(Loss) Income from Unconsolidated Entities
During the nine months ended September 30, 2024, (loss) income from unconsolidated entities decreased $518.2 million compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a $430.4 million realized gain on the sale of MGM Grand Las Vegas & Mandalay Bay during the nine months ended September 30, 2023 and a decrease of $55.6 million related to the change in the fair value of unconsolidated entities carried at fair value.
Income from Investments in Real Estate Debt
During the nine months ended September 30, 2024, income from investments in real estate debt increased $29.2 million compared to the nine months ended September 30, 2023. The increase was primarily attributable to an increase of $88.1 million in net unrealized/realized gains on our investments in real estate debt and related derivatives, offset by decreases in interest income of $48.1 million.
61

Change in Net Assets of Consolidated Securitization Vehicles
During the nine months ended September 30, 2024, the change in net assets of consolidated securitization vehicles increased $15.4 million compared to the nine months ended September 30, 2023. The increase was primarily attributable to an increase of $20.9 million in net unrealized/realized gains, offset by decreases in interest income of $5.5 million due to a decrease in principal value of our net investments in these securitization vehicles.
(Loss) Income from Interest Rate Derivatives
During the nine months ended September 30, 2024, income from interest rate derivatives decreased $809.7 million compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a decrease in the fair value of derivatives.
Net Gain on Dispositions of Real Estate
During the nine months ended September 30, 2024, net gain on dispositions of real estate decreased $503.6 million compared to the nine months ended September 30, 2023. During the nine months ended September 30, 2024, we recorded $1.3 billion of net gains from the disposition of 106 rental housing properties, 34 industrial properties, and 13 retail properties and two hospitality properties. During the nine months ended September 30, 2023, we recorded $1.8 billion of net gains from the disposition of 128 self storage properties, 93 rental housing properties, 14 industrial properties, 14 hospitality properties four retail properties and one office property.
Interest Expense, Net
During the nine months ended September 30, 2024, net interest expense increased $206.5 million compared to the nine months ended September 30, 2023. The increase was primarily due to the incremental borrowings outstanding.
Loss on Extinguishment of Debt
During the nine months ended September 30, 2024, loss on extinguishment of debt increased $36.6 million compared to the nine months ended September 30, 2023. The increase was primarily due to the impact of refinancing and disposition activity during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Other Income (Expense)
During the nine months ended September 30, 2024, other expense decreased $41.6 million compared to the nine months ended September 30, 2023. The decrease was primarily due to an increase of $74.3 million in net realized gains on our investments in equity securities partially offset by an increase of $26.6 million in provision for income taxes.

62

Same Property NOI
Net Operating Income ("NOI") is a supplemental non-GAAP measure of our property operating results that we believe is meaningful because it enables management to evaluate the impact of occupancy, rents, leasing activity, and other controllable property operating results at our real estate. We define NOI as operating revenues less operating expenses, which exclude (i) impairment of investments in real estate, (ii) depreciation and amortization, (iii) straight-line rental income and expense, (iv) amortization of above- and below-market lease intangibles, (v) amortization of accumulated unrealized gains on derivatives previously recognized in other comprehensive income, (vi) lease termination fees, (vii) property expenses not core to the operations of such properties, and (viii) other non-property related revenue and expense items such as (a) general and administrative expenses, (b) management fee, (c) performance participation allocation, (d) incentive compensation awards, (e) income (loss) from investments in real estate debt, (f) change in net assets of consolidated securitization vehicles, (g) income (loss) from interest rate derivatives, (h) net gain on dispositions of real estate, (i) interest expense, net, (j) loss on extinguishment of debt, (k) other income (expense), and (l) similar adjustments for NOI attributable to non-controlling interests and unconsolidated entities.
We evaluate our consolidated results of operations on a Same Property basis, which allows us to analyze our property operating results excluding acquisitions and dispositions during the periods under comparison. Properties in our portfolio are considered Same Property if they were owned for the full periods presented, otherwise they are considered Non-Same Property. Recently developed properties are not included in Same Property results until the properties have achieved stabilization for both full periods presented. We define stabilization for the property as the earlier of (i) achieving 90% occupancy, (ii) 12 months after receiving a certificate of occupancy, or (iii) for Data Centers, 12 months after receiving a certificate of occupancy and greater than 50% of its critical IT capacity has been built. Certain assets are excluded from Same Property results and are considered Non-Same Property, including (i) properties held-for-sale, (ii) properties that are being redeveloped, (iii) properties identified for future sale, and (iv) interests in unconsolidated entities under contract for sale with hard deposit or other factors ensuring the buyer's performance. We do not consider our investments in the real estate debt segment or equity securities to be Same Property.
Same Property NOI assists in eliminating disparities in net income due to the acquisition, disposition, development, or redevelopment of properties during the periods presented, and therefore we believe it provides a meaningful performance measure for the comparison of the operating performance of our properties, which we believe is useful to investors. Our Same Property NOI may not be comparable to that of other companies and should not be considered to be more relevant or accurate in evaluating our operating performance than our GAAP net income (loss).

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For the three months ended September 30, 2024 and September 30, 2023, our Same Property portfolio consisted of 937 rental housing, 3,071 industrial, two net lease, 35 data centers, 245 hotel, 79 self storage, 65 retail, and 14 office properties. The following table reconciles GAAP net (loss) income to Same Property NOI for the three months ended September 30, 2024 and September 30, 2023 ($ in thousands):
Three Months Ended September 30,
Change
2024 2023 $
Net (loss) income $ (607,726) $ 516,627 $ (1,124,353)
Adjustments to reconcile to Same Property NOI
General and administrative 15,368 16,960 (1,592)
Management fee 174,252 209,297 (35,045)
Impairment of investments in real estate 48,571 60,952 (12,381)
Depreciation and amortization 848,214 928,863 (80,649)
Loss (income) from unconsolidated entities 74,839 153,656 (78,817)
Income from investments in real estate debt (184,849) (192,145) 7,296
Change in net assets of consolidated securitization vehicles (44,170) (53,244) 9,074
Loss (income) from interest rate derivatives 815,212 (410,655) 1,225,867
Net gain on dispositions of real estate (988,970) (985,189) (3,781)
Interest expense, net 853,014 808,169 44,845
Loss on extinguishment of debt 19,608 26,484 (6,876)
Other expense (income) 35,408 45,302 (9,894)
Non-core property expenses 210,178 171,314 38,864
Incentive compensation awards(1)
20,877 20,575 302
Lease termination fees (4,186) (1,321) (2,865)
Amortization of above and below-market lease intangibles (11,048) (17,016) 5,968
Straight-line rental income and expense (36,023) (42,771) 6,748
NOI from unconsolidated entities 218,770 206,616 12,154
NOI attributable to non-controlling interests in third party joint ventures (102,250) (100,176) (2,074)
NOI attributable to BREIT stockholders 1,355,089 1,362,298 (7,209)
Less: Non-Same Property NOI attributable to BREIT stockholders 119,657 182,433 (62,776)
Same Property NOI attributable to BREIT stockholders $ 1,235,432 $ 1,179,865 $ 55,567
(1) Included in rental property operating and hospitality operating expense on our Condensed Consolidated Statements of Operations.
The following table details the components of Same Property NOI for the three months ended September 30, 2024 and September 30, 2023 ($ in thousands):
Three Months Ended September 30,
Change
2024 2023 $ %
Same Property NOI
Rental revenue $ 1,708,029 $ 1,637,338 $ 70,691 4%
Hospitality revenue 133,523 129,752 3,771 3%
Other revenue 67,681 68,557 (876) (1)%
Total revenues 1,909,233 1,835,647 73,586 4%
Rental property operating 663,218 639,935 23,283 4%
Hospitality operating 88,560 87,474 1,086 1%
Total expenses 751,778 727,409 24,369 3%
Same Property NOI attributable to non-controlling interests in third party joint ventures (92,545) (88,457) (4,088) 5%
Consolidated Same Property NOI attributable to BREIT stockholders 1,064,910 1,019,781 45,129 4%
Same Property NOI from unconsolidated entities 170,522 160,084 10,438 7%
Same Property NOI attributable to BREIT stockholders $ 1,235,432 $ 1,179,865 $ 55,567 5%
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Same Property - Rental Revenue
Same Property rental revenue increased $70.7 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was due to a $55.5 million increase in base rental revenue, a $10.0 million increase in tenant reimbursement income, and a $5.2 million decrease in our bad debt reserve. Our bad debt reserve represents the amount of rental revenue we anticipate we will not be able to collect from our tenants.
The following table details the changes in base rental revenue period over period ($ in thousands):
Change
Three Months Ended September 30,
Change in Base
Rental Revenue 		Change in
Occupancy Rate 		Change in Average
Effective Annual
Base Rent Per Leased
Square Foot/Unit
2024 2023
Rental Housing $ 1,106,978 $ 1,067,653 $ 39,325 -% +4%
Industrial 252,890 241,025 11,865 (4)% +9%
Net Lease 118,319 115,999 2,320 -% +2%
Retail 37,196 35,389 1,807 +1% +5%
Office 32,605 31,897 708 -% +2%
Self Storage 17,244 17,947 (703) (5)% +1%
Data Centers 10,120 9,954 166 -% +2%
Total base rental revenue $ 1,575,352 $ 1,519,864 $ 55,488
Same Property - Hospitality Revenue
Same Property hospitality revenue increased $3.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in hospitality revenue was primarily due to an increase in occupancy and food and beverage revenue at our hotels during three months ended September 30, 2024.
Same Property - Other Revenue
Same Property other revenue decreased $0.9 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily due to decreased ancillary income at our rental housing and industrial properties during the three months ended September 30, 2024.
Same Property - Rental Property Operating Expenses
Same Property rental property operating expenses increased $23.3 million during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in rental property operating expenses was primarily the result of increased insurance, real estate taxes, and general operating expenses at our rental housing properties during the three months ended September 30, 2024.
Same Property - Hospitality Operating Expenses
Same Property hospitality operating expenses increased $1.1 million during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in hospitality operating expenses was primarily the result of increased insurance expense, food and beverage expense, and general operating expenses during the three months ended September 30, 2024.

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For the nine months ended September 30, 2024 and 2023, our Same Property portfolio consisted of 925 rental housing, 3,065 industrial, two net lease, 33 data centers, 245 hotel, 79 self storage, 65 retail, and 14 office properties. The following table reconciles GAAP net (loss) income to Same Property NOI for the nine months ended September 30, 2024 and 2023 ($ in thousands):
Nine Months Ended September 30,
Change
2024 2023 $
Net (loss) income $ (1,359,803) $ 533,116 $ (1,892,919)
Adjustments to reconcile to Same Property NOI
General and administrative 49,668 51,258 (1,590)
Management fee 542,028 643,800 (101,772)
Impairment of investments in real estate 232,329 178,667 53,662
Depreciation and amortization 2,650,756 2,915,884 (265,128)
Loss (income) from unconsolidated entities 137,195 (380,968) 518,163
Income from investments in real estate debt (610,117) (580,948) (29,169)
Change in net assets of consolidated securitization vehicles (160,596) (145,183) (15,413)
Loss (income) from interest rate derivatives 552,650 (257,068) 809,718
Net gain on dispositions of real estate (1,271,414) (1,775,016) 503,602
Interest expense, net 2,542,584 2,336,050 206,534
Loss on extinguishment of debt 71,660 35,025 36,635
Other (income) expense 19,241 60,844 (41,603)
Non-core property expenses 509,671 499,506 10,165
Incentive compensation awards(1)
57,579 34,461 23,118
Lease termination fees (6,535) (3,591) (2,944)
Amortization of above and below-market lease intangibles (35,431) (48,844) 13,413
Straight-line rental income and expense (115,094) (131,528) 16,434
NOI from unconsolidated entities 625,914 599,776 26,138
NOI attributable to non-controlling interests in consolidated joint ventures (342,863) (321,221) (21,642)
NOI attributable to BREIT stockholders 4,089,422 4,244,020 (154,598)
Less: Non-Same Property NOI attributable to BREIT stockholders 375,660 683,433 (307,773)
Same Property NOI attributable to BREIT stockholders $ 3,713,762 $ 3,560,587 $ 153,175
(1) Included in rental property operating and hospitality operating expense on our Condensed Consolidated Statements of Operations.
The following table details the components of Same Property NOI for the nine months ended September 30, 2024 and 2023 ($ in thousands):
Nine Months Ended September 30,
Change
2024 2023 $ %
Same Property NOI
Rental revenue $ 5,126,556 $ 4,869,564 $ 256,992 5%
Hospitality revenue 408,177 398,794 9,383 2%
Other revenue 183,003 185,937 (2,934) (2)%
Total revenues 5,717,736 5,454,295 263,441 5%
Rental property operating 1,902,335 1,808,486 93,849 5%
Hospitality operating 266,692 256,125 10,567 4%
Total expenses 2,169,027 2,064,611 104,416 5%
Same Property NOI attributable to non-controlling interests in consolidated joint ventures
(313,793) (294,795) (18,998) 6%
Consolidated Same Property NOI attributable to BREIT stockholders
3,234,916 3,094,889 140,027 5%
Same Property NOI from unconsolidated entities
478,846 465,698 13,148 3%
Same Property NOI attributable to BREIT stockholders $ 3,713,762 $ 3,560,587 $ 153,175 4%
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Same Property - Rental Revenue
Same Property rental revenue increased $257.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was due to a $184.4 million increase in base rental revenue, a $38.6 million increase in tenant reimbursement income as a result of higher operating expenses, and a $34.0 million decrease in our bad debt reserve. Our bad debt reserve represents the amount of rental revenue we anticipate we will not be able to collect from our tenants.
The following table details the changes in base rental revenue period over period ($ in thousands):(1)
Nine Months Ended September 30,
Change
Change in Base
Rental Revenue 		Change in
Occupancy Rate 		Change in Average
Effective Annual
Base Rent Per Leased
Square Foot/Unit
2024 2023
Rental Housing $ 3,318,289 $ 3,189,402 $ 128,887 -% +4%
Industrial 748,807 706,307 42,500 (2)% +8%
Net Lease 353,257 346,330 6,927 -% +2%
Retail 111,593 105,990 5,603 +1% +4%
Office 97,700 95,112 2,588 -% +3%
Self Storage 50,912 53,379 (2,467) (5)% -%
Data Centers 30,097 29,752 345 -% +1%
Total base rental revenue $ 4,710,655 $ 4,526,272 $ 184,383
(1) Excludes our investments in unconsolidated entities.
Same Property - Hospitality Revenue
Same Property hospitality revenue increased $9.4 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in hospitality revenue was primarily due to an increase in occupancy and food and beverage revenue at our hotels during the nine months ended September 30, 2024.
Same Property - Other Revenue
Same Property other revenue decreased $2.9 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily due to decreased ancillary income at our rental housing and industrial properties during the nine months ended September 30, 2024.
Same Property - Rental Property Operating Expenses
Same Property rental property operating expenses increased $93.8 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in rental property operating expenses was primarily the result of increased insurance, real estate taxes, and general operating expenses at our rental housing properties during the nine months ended September 30, 2024.
Same Property - Hospitality Operating Expenses
Same Property hospitality operating expenses increased $10.6 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in hospitality operating expenses was primarily the result of increased insurance, food and beverage expense, and other operating expenses at our hotels during the nine months ended September 30, 2024.

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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 condensed consolidated financial statements are presented using historical cost accounting which, among other things, requires depreciation of real estate investments. As a result, our operating results imply that the value of our real estate investments have decreased over time. However, we believe that the value of our real estate investments will fluctuate over time based on market conditions and, as such, depreciation under historical cost accounting may be less informative as a measure of our performance. FFO is an operating measure defined by the National Association of Real Estate Investment Trusts ("NAREIT") that is broadly used in the REIT industry. FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) depreciation and amortization, (ii) impairment of investments in real estate, (iii) net gains or losses from sales of real estate, (iv) net gains or losses from change in control, and (v) similar adjustments for non-controlling interests and unconsolidated entities.
We also believe that Adjusted FFO ("AFFO") is an additional meaningful non-GAAP supplemental measure of our operating results. AFFO further adjusts FFO to reflect the performance of our portfolio by adjusting for items we believe are not directly attributable to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) the performance participation allocation to our Special Limited Partner or other incentive compensation awards that are based on our Net Asset Value, which includes unrealized gains and losses not recorded in GAAP net income (loss), and that are paid in shares or BREIT OP units, even if subsequently repurchased by us, (ii) gains or losses on extinguishment of debt, (iii) changes in fair value of financial instruments, (iv) amortization of accumulated unrealized gains on derivatives previously recognized in other comprehensive income, (v) straight-line rental income and expense, (vi) amortization of deferred financing costs, (vii) amortization of restricted stock awards, (viii) amortization of mortgage premium/discount, (ix) organization costs, (x) severance costs, (xi) net forfeited investment deposits, (xii) amortization of above- and below-market lease intangibles, (xiii) gain or loss on involuntary conversion, and adding (xiv) proceeds from interest rate contract receivables, and (xv) similar adjustments for non-controlling interests and unconsolidated entities.
We also believe that Funds Available for Distribution ("FAD") is an additional meaningful non-GAAP supplemental measure of our operating results. FAD provides useful information for considering our operating results and certain other items relative to the amount of our distributions. Further, FAD is a metric, among others, that is considered by our board of directors and executive officers when determining the amount of our dividend to stockholders, and we believe is therefore meaningful to stockholders. FAD is calculated as AFFO adjusted for (i) management fees paid in shares or BREIT OP units, even if subsequently repurchased by us, (ii) recurring tenant improvements, leasing commissions, and other capital expenditures, (iii) stockholder servicing fees paid during the period, (iv) realized gains or losses on financial instruments, and (v) similar adjustments for non-controlling interests and unconsolidated entities. 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 FAD is adjusted for stockholder servicing fees and recurring tenant improvements, leasing commission, and other capital expenditures, which are not considered when determining cash flows from operations. Furthermore, FAD excludes (i) adjustments for working capital items and (ii) amortization of discounts and premiums on investments in real estate debt. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items.
FFO, AFFO, and FAD should not be considered more relevant or accurate than GAAP net income (loss) 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. In addition, our methodology for calculating AFFO and FAD may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported AFFO and FAD may not be comparable to the AFFO and FAD reported by other companies.
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The following table presents a reconciliation of net (loss) income attributable to BREIT stockholders to FFO, AFFO and FAD attributable to BREIT stockholders ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024 2023 2024 2023
Net (loss) income attributable to BREIT stockholders $ (606,059) $ 588,294 $ (1,257,571) $ 742,173
Adjustments to arrive at FFO:
Depreciation and amortization 940,297 1,016,398 2,929,617 3,170,608
Impairment of investments in real estate 48,571 60,952 232,464 178,667
Net gain on dispositions of real estate (993,911) (981,995) (1,298,579) (2,232,530)
Net (gain) loss on change in control (16,299) - 13,288 3,932
Amount attributable to non-controlling interests for above adjustments
14,300 (95,200) (228,178) (293,887)
FFO attributable to BREIT stockholders (613,101) 588,449 391,041 1,568,963
Adjustments to arrive at AFFO:
Incentive compensation awards 22,829 20,295 51,916 38,571
Loss on extinguishment of debt 19,919 26,484 74,933 35,025
Changes in fair value of financial instruments(1)
796,446 (6,348) 432,567 (97,433)
Straight-line rental income and expense (51,314) (54,496) (143,109) (156,600)
Amortization of deferred financing costs 68,723 63,791 193,619 189,244
Amortization of restricted stock awards 24,881 10,370 65,989 24,990
Proceeds from interest rate contract receivables
- 15,941 - 15,941
Other
37,932 (2,792) 29,358 1,285
Amount attributable to non-controlling interests for above adjustments
(53,413) 15,061 (33,754) 17,364
AFFO attributable to BREIT stockholders 252,902 676,755 1,062,560 1,637,350
Adjustments to arrive at FAD:
Management fee 174,252 209,297 542,028 643,800
Recurring tenant improvements, leasing commissions, and other capital expenditures(2)
(202,676) (201,706) (488,749) (471,737)
Stockholder servicing fees (43,455) (52,279) (134,721) (158,164)
Realized losses (gains) on financial instruments(1)
7,268 (287,176) (93,600) (305,473)
Amount attributable to non-controlling interests for above adjustments
8,233 3,427 9,344 1,855
FAD attributable to BREIT stockholders $ 196,524 $ 348,318 $ 896,862 $ 1,347,631
(1)Unrealized (gains) losses from changes in fair value of financial instruments primarily relates to mark-to-market changes on our investments in real estate debt, change in net assets of consolidated securitization vehicles, investments in equity securities, and derivatives. Realized (gains) losses on financial instruments primarily results from the sale of our investments in real estate debt and equity securities, and derivatives.
(2)Recurring tenant improvements and leasing commissions are generally related to second-generation leases and other capital expenditures required to maintain our investments. Other capital expenditures exclude projects that we believe will enhance the value of our investments.
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The following table presents a reconciliation of net (loss) income attributable to BREIT stockholders and OP unitholders to FFO, AFFO and FAD attributable to BREIT stockholders and OP unitholders ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024 2023 2024 2023
Net (loss) income attributable to BREIT stockholders $ (606,059) $ 588,294 $ (1,257,571) $ 742,173
Net (loss) income attributable to OP unitholders
(39,041) 28,420 (70,547) 34,643
Net (loss) income attributable to BREIT stockholders and OP unitholders
(645,100) 616,714 (1,328,118) 776,816
Adjustments to arrive at FFO:
Depreciation and amortization 940,297 1,016,398 2,929,617 3,170,608
Impairment of investments in real estate 48,571 60,952 232,464 178,667
Net gain on dispositions of real estate (993,911) (981,995) (1,298,579) (2,232,530)
Net (gain) loss on change in control (16,299) - 13,288 3,932
Amount attributable to non-controlling interests for above adjustments
9,387 (100,292) (160,655) (281,451)
FFO attributable to BREIT stockholders and OP unitholders
(657,055) 611,777 388,017 1,616,042
Adjustments to arrive at AFFO:
Incentive compensation awards 22,829 20,295 51,916 38,571
Loss on extinguishment of debt 19,919 26,484 74,933 35,025
Changes in fair value of financial instruments(1)
796,446 (6,348) 432,567 (97,433)
Straight-line rental income and expense (51,314) (54,496) (143,109) (156,600)
Amortization of deferred financing costs 68,723 63,791 193,619 189,244
Amortization of restricted stock awards 24,881 10,370 65,989 24,990
Proceeds from interest rate contract receivables
- 15,941 - 15,941
Other
37,932 (2,792) 29,358 1,285
Amount attributable to non-controlling interests for above adjustments
4,068 1,718 14,777 4,849
AFFO attributable to BREIT stockholders and OP unitholders
266,429 686,740 1,108,067 1,671,914
Adjustments to arrive at FAD:
Management fee 174,252 209,297 542,028 643,800
Recurring tenant improvements, leasing commissions, and other capital expenditures(2)
(202,676) (201,706) (488,749) (471,737)
Stockholder servicing fees (43,455) (52,279) (134,721) (158,164)
Realized losses (gains) on financial instruments(1)
7,268 (287,176) (93,600) (305,473)
Amount attributable to non-controlling interests for above adjustments
11,627 7,908 21,392 13,979
FAD attributable to BREIT stockholders and OP unitholders
$ 213,445 $ 362,784 $ 954,417 $ 1,394,319
(1)Unrealized (gains) losses from changes in fair value of financial instruments primarily relates to mark-to-market changes on our investments in real estate debt, change in net assets of consolidated securitization vehicles, investments in equity securities, and derivatives. Realized (gains) losses on financial instruments primarily results from the sale of our investments in real estate debt and equity securities, and derivatives.
(2)Recurring tenant improvements and leasing commissions are generally related to second-generation leases and other capital expenditures required to maintain our investments. Other capital expenditures exclude projects that we believe will enhance the value of our investments.
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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 our Adviser in connection with our NAV calculation. These guidelines are designed to produce a fair and accurate estimate of the price that would be received for our investments in an arm's-length transaction between a willing buyer and a willing seller in possession of all material information about our investments.
The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities as described below and will likely differ materially from the book value of our equity reflected in our financial statements. As a public company, we are required to issue financial statements based on historical cost determined in accordance with GAAP. To calculate our NAV for the purpose of establishing a purchase and repurchase price for our shares, we have adopted a model, as explained below, that adjusts the value of our assets and liabilities from historical cost to fair value generally in accordance with the GAAP principles set forth in FASB Accounting Standards Codification Topic 820, Fair Value Measurements. Our Adviser will calculate the fair value of our real estate properties monthly based in part on values provided by third party independent appraisers and such calculation will be reviewed by an independent valuation advisor as further discussed below.
Because these fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value. While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires us to calculate NAV in a certain way. As a result, other public REITs may use different methodologies or assumptions to determine NAV. In addition, NAV is not a measure determined under GAAP and the valuations of, and certain adjustments made to, our assets and liabilities used in the determination of NAV will differ materially from comparable historical cost amounts determined in accordance with GAAP. You should not consider NAV to be equivalent to stockholders' equity or any other measure determined in accordance with GAAP.
The following valuation methods are used for purposes of calculating the significant components of our NAV:
•Consolidated properties are initially valued at cost, which we expect to represent fair value at the time of acquisition. Subsequently, consolidated properties are primarily valued using the discounted cash flow methodology (income approach), whereby a property's value is calculated by discounting the estimated cash flows and the anticipated terminal value of the subject property by the assumed new buyer's normalized weighted average cost of capital for the subject property. Consistent with industry practices, the income approach also incorporates subjective judgments regarding comparable rental and operating expense data, capitalization or discount rate, and projections of future rent and expenses based on appropriate evidence as well as the residual value of the asset as components in determining value. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. We believe the discount rate and exit capitalization rate are the key assumptions utilized in the discounted cash flow methodology. Below the tables that set forth our NAV calculation is a sensitivity analysis of the weighted average discount rates and exit capitalization rates for our property investments.
•Investments in real estate debt consist of CMBS and RMBS, which are securities backed by one or more mortgage loans secured by real estate assets, as well as corporate bonds, term loans, mortgage loans, mezzanine loans, and other investments in debt issued by real estate-related companies or secured by real estate assets. The Company generally determines the fair value of its investments in real estate debt by utilizing third party pricing service providers whenever available. In determining the fair value of a particular investment, 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 security, and incorporate specific collateral performance, as applicable. Certain of the Company's investments in real estate debt, such as mortgage loans, mezzanine loans and other investments, are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurements, the Company engaged third party service providers to perform valuations for such investments. The service providers will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. Refer to "Fair Value Measurements" section of Note 2 to our Consolidated Financial Statements for additional details on the Company's investments in real estate debt.
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•The Company separately values the assets and liabilities of the investments in unconsolidated entities. To determine the fair value of the real estate assets of the investments in unconsolidated entities, the Company utilizes a discounted cash flow methodology or market comparable methodology, taking into consideration various factors including discount rate, exit capitalization rate and multiples of comparable companies. The Company utilizes third party service providers to perform valuations of the indebtedness of the investments in unconsolidated entities. The fair value of the indebtedness of the investments in unconsolidated entities is determined by modeling the cash flows required by the debt agreements and discounting them back to the present value using weighted average cost of capital. Additionally, current market rates and conditions are considered 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 investments in unconsolidated entities at fair value.
•Mortgage loans, secured term loans, secured revolving credit facilities, secured financings on investments in real estate debt, and unsecured revolving credit facilities are estimated by modeling the cash flows required by the Company's debt agreements and discounting them back to the present value using an estimated market yield. Additionally, current market rates and conditions are considered by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The Company utilizes third party service providers to perform these valuations.
NAV and NAV Per Share Calculation
Each share class has an undivided interest in our assets and liabilities, other than class-specific stockholder servicing fees. In accordance with the valuation guidelines, our NAV per share for each share class as of the last calendar day of each month is calculated using a process that reflects several components, including the estimated fair value of (1) each of our properties, (2) our investments in real estate debt, (3) our investments in unconsolidated entities, (4) our mortgage loans, secured term loans, secured revolving credit facilities, secured financings on investments in real estate debt, and unsecured revolving credit facilities, and (5) our other assets and liabilities.
At the end of each month, our change in NAV for each share class is calculated as follows:
•Shares are issued for subscriptions received and distribution reinvestments to each respective share class, as applicable, and are effective on the first day of each month. The proceeds received through subscriptions and distribution reinvestments for each share class are additions to the prior month ending aggregate NAV for each respective share class (including OP units). Additionally, the NAV of each share class is reduced by the respective repurchases for such month. The result represents the aggregate NAV per share class effective as of the first calendar day of the current month.
•Any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares (including OP units) based on each class's relative percentage of the total aggregate NAV effective on the first calendar day of the current month (as described in the previous bullet). Changes in our aggregate NAV include, but are not limited to, net portfolio income from investments, interest expense, realized and unrealized net real estate and debt appreciation, general and administrative expenses, management fee and performance participation allocation. Unrealized net real estate appreciation includes any change in the fair market value of our investments in real estate, investments in real estate debt, investments in unconsolidated entities, mortgage loans, term loans, revolving credit facilities and secured financings in real estate debt.
•Net distributions are typically declared on the last day of each month and are a reduction to the NAV of each respective share class. As a result of the allocation of stockholder servicing fees, the net distributions per share will differ by share class. The monthly stockholder servicing fee is calculated as a percentage of each applicable class of shares' NAV (Class S, Class T, and Class D). Class I, Class C, and Class F shares are not subject to the stockholder servicing fee.
•NAV per share for each class is calculated by dividing such class's NAV at the end of each month by the number of shares outstanding for that class at the end of such month.
Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the prospectus for the Current Offering (as defined below) for further details on how our NAV is determined.
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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, and Class C shares, as well as the partnership interests of BREIT OP held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of September 30, 2024 ($ and shares/units in thousands):
Components of NAV September 30, 2024
Investments in real estate(1)
$ 105,028,683
Investments in real estate debt 6,916,313
Investments in unconsolidated entities(2)
12,911,154
Cash and cash equivalents 1,477,493
Restricted cash 1,025,441
Other assets 3,652,108
Mortgage loans, term loans, and revolving credit facilities, net (62,285,058)
Secured financings of investments in real estate debt (3,816,383)
Subscriptions received in advance (143,246)
Other liabilities (3,353,473)
Accrued performance participation allocation -
Management fee payable (57,731)
Accrued stockholder servicing fees(3)
(14,128)
Non-controlling interests in joint ventures (6,099,735)
Net Asset Value $ 55,241,438
Number of outstanding shares/units(4)
3,967,630
(1)Investments in real estate reflects the entire value of our consolidated real estate properties, including the $93.6 billion allocable to us and $11.4 billion allocable to third party joint venture interests in such investments as of September 30, 2024.
(2)Investments in unconsolidated entities reflects the value of our net equity investment in entities we do not consolidate. As of September 30, 2024, our allocable share of the gross real estate asset value held by such entities was $24.6 billion.
(3)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. As of September 30, 2024, the Company has accrued under GAAP $0.7 billion of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or re-allowed (paid), to participating broker-dealers.
(4)As of September 30, 2024, no Class F shares were outstanding.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2024 ($ and shares/units in thousands, except per share/unit data):
NAV Per Share Class S
Shares 		Class I
Shares 		Class T
Shares 		Class D
Shares 		Class C Shares
Third Party
Operating
Partnership
Units (1)
Total
Net asset value $ 18,938,677 $ 30,277,817 $ 640,363 $ 1,919,345 $ 40,132 $ 3,425,104 $ 55,241,438
Number of outstanding shares/units(2)
1,359,463 2,172,090 46,722 140,983 2,660 245,712 3,967,630
NAV Per Share/Unit as of September 30, 2024
$ 13.9310 $ 13.9395 $ 13.7059 $ 13.6141 $ 15.0850 $ 13.9395
(1)Includes the partnership interests of BREIT OP held by BREIT Special Limited Partner, Class B unitholders, and other BREIT OP interests held by parties other than the Company.
(2)As of September 30, 2024, no Class F shares were outstanding.
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The following table details the weighted average discount rate and exit capitalization rate by property type, which are the key assumptions used in the discounted cash flow valuations as of September 30, 2024:
Property Type Discount Rate Exit Capitalization Rate
Rental Housing 7.3% 5.5%
Industrial 7.5% 5.7%
Net Lease 7.0% 5.6%
Hospitality 10.7% 9.1%
Data Centers 7.7% 6.1%
Self Storage 8.0% 6.6%
Office 7.1% 5.3%
Retail 7.7% 6.3%
These assumptions are determined by our Adviser, and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all else equal, the changes listed below would result in the following effects on our investment values:
Input Hypothetical
Change 		Rental Housing Investment
Values 		Industrial
Investment
Values 		Net Lease
Investment
Values 		Hospitality
Investment
Values 		Data Center Investment Values Self Storage
Investment
Values 		Office
Investment
Values 		Retail
Investment
Values
Discount Rate 0.25% decrease +1.9% +2.0% +1.8% +1.7% +1.0% +1.8% +1.9% +1.9%
(weighted average) 0.25% increase (1.8)% (1.9)% (1.8)% (1.6)% (0.7)% (1.8)% (1.9)% (1.8)%
Exit Capitalization Rate 0.25% decrease +2.9% +3.3% +2.7% +1.4% 1.1% +2.2% +3.4% +2.5%
(weighted average) 0.25% increase (2.7)% (3.1)% (2.5)% (1.4)% (1.0)% (2.1)% (3.1)% (2.3)%
The following table reconciles stockholders' equity and BREIT OP partners' capital per our Condensed Consolidated Balance Sheets to our NAV ($ in thousands):
September 30, 2024
Stockholders' equity $ 27,832,111
Non-controlling interests attributable to BREIT OP 2,918,812
Redeemable non-controlling interest 15,759
Total BREIT stockholders' equity and BREIT OP partners' capital under GAAP 30,766,682
Adjustments:
Accrued stockholder servicing fees 668,640
Accrued affiliated service provider incentive compensation awards (54,005)
Accumulated depreciation and amortization under GAAP 12,936,657
Unrealized net real estate and real estate debt appreciation 10,923,464
NAV $ 55,241,438
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The following details the adjustments to reconcile total GAAP stockholders' equity of BREIT and partners' capital of BREIT OP to our NAV:
-Accrued stockholder servicing fees represent the accrual for the cost of the stockholder servicing fees for Class S, Class T, and Class D shares. Under GAAP, we accrued the full cost of the stockholder servicing fees 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 the Class S, Class T, and Class D shares. Refer to Note 10 to our condensed consolidated financial statements for further details of the GAAP treatment regarding the stockholder servicing fees. For purposes of calculating NAV, we recognize the stockholder servicing fees as a reduction to NAV on a monthly basis when such fees are paid.
-Under GAAP, the affiliated incentive compensation awards are valued as of grant date and compensation expense is recognized over the service period on a straight-line basis with an offset to equity, resulting in no impact to Stockholders' Equity. For purposes of calculating NAV, we value the awards based on performance in the applicable period and deduct such value from NAV.
-We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of calculating our NAV.
-Our investments in real estate are presented at their depreciated cost basis in our GAAP condensed consolidated financial statements. Additionally, our mortgage loans, secured and unsecured term loans, secured and unsecured revolving credit facilities, and repurchase agreements (collectively, "Debt") are presented at their amortized cost basis in our condensed consolidated GAAP financial statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not included in our GAAP results. For purposes of calculating our NAV, our investments in real estate and our Debt are recorded at fair value.
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Distributions
Beginning in March 2017, we have declared monthly distributions for each class of our common stock and OP units, which are generally paid 20 days after month-end. We have paid distributions consecutively each month since that time. Each class of our common stock and OP units received the same aggregate gross distribution of $0.4959 per share/unit for the nine months ended September 30, 2024. Class C shares currently have no distribution amount presented as the class is generally an accumulating share class whereby its share of income will accrete into its NAV. As of September 30, 2024, there were no Class F shares outstanding. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share/unit and paid directly to the applicable distributor. The table below details the net distribution for each of our share classes and OP units for the nine months ended September 30, 2024:
Record Date Class S
Shares 		Class I
Shares 		Class T
Shares 		Class D
Shares
OP Units
January 31, 2024 $ 0.0451 $ 0.0553 $ 0.0452 $ 0.0524 $ 0.0553
February 28, 2024 0.0451 0.0547 0.0453 0.0519 0.0547
March 31, 2024 0.0451 0.0554 0.0453 0.0524 0.0554
April 30, 2024 0.0451 0.0551 0.0453 0.0522 0.0551
May 31, 2024 0.0451 0.0553 0.0452 0.0524 0.0553
June 30, 2024 0.0451 0.0549 0.0452 0.0521 0.0549
July 31, 2024 0.0451 0.0552 0.0453 0.0523 0.0552
August 31, 2024 0.0451 0.0551 0.0452 0.0522 0.0551
September 30, 2024 0.0451 0.0549 0.0453 0.0521 0.0549
Total $ 0.4059 $ 0.4959 $ 0.4073 $ 0.4700 $ 0.4959
The following table summarizes our sources of distributions declared to BREIT stockholders and OP unitholders during the nine months ended September 30, 2024 and 2023 ($ in thousands):
Nine Months Ended
September 30, 2024 		Nine Months Ended
September 30, 2023
Amount Percentage Amount Percentage
Sources of Distributions
Cash flows from operating activities(1)
$ 1,891,397 100 % $ 2,162,288 100 %
Net gains from investment realizations - - - -
Indebtedness - - - -
Total sources of distributions $ 1,891,397 100 % $ 2,162,288 100 %
Year-to-date cash flows from operating activities $ 1,632,715 $ 2,135,784
Net gain on dispositions(2)
$ 995,575 $ 1,554,857
(1)Includes our inception to date cash flows from operating activities, which have funded 100% of our distributions to BREIT stockholders and OP unitholders.
(2)Net gain on dispositions includes (i) net gains and losses on dispositions of real estate, (ii) net realized gains and losses on sale of investments in real estate debt, and (iii) impairments of investments in real estate, which amounts are not included in cash flows from operating activities.
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The following table summarizes our distributions declared to BREIT stockholders during the nine months ended September 30, 2024 and 2023 ($ in thousands):
Nine Months Ended
September 30, 2024
Nine Months Ended
September 30, 2023
Amount Percentage Amount Percentage
Distributions
Payable in cash $ 941,497 53 % $ 1,120,271 54 %
Reinvested in shares 837,123 47 % 966,187 46 %
Total distributions(1)
$ 1,778,620 100 % $ 2,086,458 100 %
Funds from Operations(2)
$ 391,041 $ 1,568,963
Adjusted Funds from Operations(2)
$ 1,062,560 $ 1,637,350
Funds Available for Distribution(2)
$ 896,862 $ 1,347,631
(1)Excludes cash paid to third party joint venture partners classified as non-controlling interest under GAAP.
(2)Reflects amounts allocable to BREIT stockholders. See "Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution" above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of them to GAAP net loss attributable to BREIT stockholders, and for considerations on how to review these metrics.
The following table summarizes our distributions declared to BREIT stockholders and OP unitholders during the nine months ended September 30, 2024 and 2023 ($ in thousands):
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Amount Percentage Amount Percentage
Distributions
Payable in cash $ 974,149 52 % $ 1,160,603 54 %
Reinvested in shares and units
917,248 48 % 1,001,685 46 %
Total distributions(1)
$ 1,891,397 100 % $ 2,162,288 100 %
Funds from Operations(2)
$ 388,017 $ 1,616,042
Adjusted Funds from Operations(2)
$ 1,108,067 $ 1,671,914
Funds Available for Distribution(2)
$ 954,417 $ 1,394,319
(1)Excludes cash paid to third party joint venture partners classified as non-controlling interest under GAAP.
(2)Reflects amounts allocable to BREIT stockholders and OP unitholders. See "Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution" above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of them to GAAP net loss attributable to BREIT stockholders and OP unitholders, and for considerations on how to review these metrics.
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Liquidity and Capital Resources
Liquidity

We believe we have sufficient liquidity to operate our business, with $6.9 billion of liquidity as of November 7, 2024. When we refer to our liquidity, this includes amounts available under our undrawn revolving credit facilities of $5.1 billion as well as unrestricted cash and cash equivalents of $1.8 billion. We also expect $0.3 billion of proceeds from dispositions under contract where we have received a non-refundable deposit as of November 7, 2024. We also generate incremental liquidity through our operating cash flows, which were $1.6 billion for the nine months ended September 30, 2024. We may also generate incremental liquidity through the sale of our real estate debt investments, which were carried at their estimated fair value of $6.9 billion as of September 30, 2024. In addition, we remain moderately leveraged (49% as of September 30, 2024) and can generate additional liquidity through incurring additional indebtedness secured by our real estate and real estate debt investments, unsecured financings, and other forms of indebtedness. Our leverage ratio is measured by dividing (i) consolidated property-level and entity-level debt net of cash and debt-related restricted cash, by (ii) the asset value of real estate investments (measured using the greater of fair market value and cost) plus the equity in our settled real estate debt investments. Indebtedness incurred (i) in connection with funding a deposit in advance of the closing of an investment or (ii) as other working capital advances will not be included as part of the calculation above. Our leverage ratio would be higher if the indebtedness on our real estate debt investments and pro rata share of debt within our unconsolidated investments were taken into account.
In addition to our current liquidity, we obtain incremental liquidity through the sale of shares of our common stock in our continuous public offering and private offerings, and units of BREIT OP, from which we have received cumulative net proceeds of $77.2 billion as of November 7, 2024.
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Capital Resources
As of September 30, 2024, our indebtedness included loans secured by our properties, secured financings of our investments in real estate debt, and unsecured revolving credit facilities and term loans.
The following table is a summary of our indebtedness as of September 30, 2024 ($ in thousands):
September 30, 2024 Principal Balance as of
Indebtedness
Weighted
Average
Interest Rate(1)
Weighted
Average
Maturity Date(2)
Maximum
Facility
Size 		September 30, 2024 December 31, 2023
Fixed rate loans secured by our properties:
Fixed rate mortgages(3)
3.8% 8/15/2029 N/A $ 22,283,122 $ 23,872,148
Variable rate loans secured by our properties:
Variable rate mortgages and term loans +2.5% 11/9/2027 N/A 32,708,839 32,316,849
Variable rate warehouse facilities(4)
+2.1% 7/30/2025 $ 4,008,497 2,972,009 3,541,543
Variable rate secured revolving credit facilities
+1.9% 8/19/2027 $ 3,704,708 3,694,691 2,489,784
Total variable rate loans +2.4% 8/30/2027 39,375,539 38,348,176
Total loans secured by our properties 6.2% 5/15/2028 61,658,661 62,220,324
Secured financings of investments in real estate debt:
Secured financings of investments in real estate debt +1.5% 10/20/2025 N/A 3,816,383 4,368,269
Unsecured loans:
Unsecured term loans +2.5% 1/30/2026 N/A 1,126,923 1,126,923
Unsecured variable rate revolving credit facilities +2.5% 12/12/2025 $ 6,073,077 510,000 -
Affiliate revolving credit facility +2.5% 1/24/2025 75,000 - -
Total unsecured loans $ 6,148,077 1,636,923 1,126,923
Total indebtedness $ 67,111,967 $ 67,715,516

(1)"+" refers to the relevant floating benchmark rates, which include SOFR, Canadian Overnight Repo Rate Average ("CORRA"), EURIBOR, and SONIA as applicable to each loan or secured financing. As of September 30, 2024, we had outstanding interest rate swaps with an aggregate notional balance of $32.7 billion and interest rate caps with an aggregate notional balance of $11.9 billion that mitigate our exposure to potential future interest rate increases under our floating-rate debt.
(2)Weighted average maturity assumes maximum maturity date, including any extensions, where the Company, at its sole discretion, has one or more extension options.
(3)Includes $293.8 million and $293.3 million of loans related to investments in affordable housing properties as of September 30, 2024 and December 31, 2023, respectively. Such loans are generally from municipalities, housing authorities, and other third parties administered through government sponsored affordable housing programs. Certain of these loans may be forgiven if specific affordable housing conditions are maintained.
(4)Additional borrowings under the Company's variable rate warehouse facilities require additional collateral, which are subject to lender approval.

The table above excludes consolidated senior CMBS positions owned by third parties, which are reflected in our consolidated GAAP balance sheets, as these liabilities are non-recourse to us and can only be satisfied by repayment of the collateral loans underlying such securitizations.
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The following table is a summary of the impact of derivatives on our weighted average interest rate as of September 30, 2024:
September 30, 2024
Weighted average interest rate of loans secured by our properties 6.2%
Impact of interest rate swaps, caps and other derivatives
(1.9)%
Net weighted average interest rate of loans secured by our properties 4.3%
We registered with the Securities and Exchange Commission (the "SEC"), an offering of up to $60.0 billion in shares of common stock, consisting of up to $48.0 billion in shares in its primary offering and up to $12.0 billion in shares pursuant to its distribution reinvestment plan, which we began using to offer shares of our common stock in March 2022 (the "Current Offering").

As of November 8, 2024, we have received cumulative net proceeds of $15.7 billion from selling an aggregate of 1.1 billion shares of our common stock in the Current Offering, including shares converted from operating partnership units by the Special Limited Partner (consisting of 404.4 million Class S shares, 517.3 million Class I shares, 20.9 million Class T shares, and 126.7 million Class D shares).
Capital Uses
During periods when we are selling more shares than we are repurchasing, we primarily use our capital to acquire our investments, which we also fund with other capital resources. During periods when we are repurchasing more shares than we are selling, we primarily use our capital to fund repurchases. We fulfilled all repurchase requests for the three months ended September 30, 2024. We continue to believe that our current liquidity position is sufficient to meet the needs of our business.
In addition, we may have other funding obligations, which we expect to satisfy with the cash flows generated from our investments and our capital resources described above. Such obligations may include distributions to our stockholders, operating expenses, capital expenditures, repayment of indebtedness, and debt service on our outstanding indebtedness. Our operating expenses include, among other things, the management fee we pay to the Adviser and the performance participation allocation that BREIT OP pays to the Special Limited Partner, both of which will impact our liquidity to the extent the Adviser or the Special Limited Partner elects to receive such payments in cash, or subsequently redeem shares or OP units previously issued to them. To date, the Adviser and the Special Limited Partner have both always elected to be paid in a combination of shares and OP units, resulting in a non-cash expense.
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash ($ in thousands):
Nine Months Ended September 30,
2024 2023
Cash flows provided by operating activities $ 1,632,715 $ 2,135,784
Cash flows provided by investing activities 7,351,429 8,205,853
Cash flows used in financing activities (9,177,060) (9,925,880)
Net increase in cash and cash equivalents and restricted cash $ (192,916) $ 415,757
Cash flows provided by operating activities decreased $0.5 billion during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to decreased cash flows from the operations of income from our investments in real estate and of our investments in real estate debt.
Cash flows provided by investing activities decreased $0.9 billion during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily due to (i) a decrease of $1.0 billion in return of capital distributions received from unconsolidated entities, (ii) a decrease of $0.6 billion in proceeds from disposition of real estate and (iii) a decrease of $0.2 billion in other investing activities. This was partially offset by (i) an increase of $0.8 billion in proceeds from the realization of investments in real estate debt securities and (ii) a decrease of $0.2 billion in capital improvements to real estate.
Cash flows from financing activities increased $0.7 billion during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to (i) a net increase of $3.9 billion in borrowings and (ii) a decrease of $1.4 billion in repurchases of common stock, offset by a decrease of $4.5 billion in proceeds from issuance of common stock.
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Recent Accounting Pronouncements
See Note 2 - "Summary of Significant Accounting Policies" to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion concerning recent accounting pronouncements.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of the financial statements in accordance with
GAAP involve significant judgments and assumptions and require estimates about matters that are inherently uncertain. There have been no material changes to our Critical Accounting Policies, including significant accounting policies that we believe are the most affected by our judgments, estimates, and assumptions, which are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Commitments and Contingencies
The following table aggregates our contractual obligations and commitments with payments due subsequent to September 30, 2024 ($ in thousands).
Obligations Total Less than
1 year 		1-3 years 3-5 years More than
5 years
Indebtedness(1)
$ 77,823,691 $ 11,105,216 $ 40,510,853 $ 14,066,632 $ 12,140,990
Ground leases 2,869,514 40,596 82,098 83,775 2,663,045
Total $ 80,693,205 $ 11,145,812 $ 40,592,951 $ 14,150,407 $ 14,804,035
(1)The allocation of our indebtedness includes both principal and interest payments based on the fully extended maturity date and interest rates in effect at September 30, 2024. The table above excludes consolidated senior CMBS positions owned by third parties, as these liabilities are non-recourse to us and can only be satisfied by repayment of the collateral loans underlying such securitizations.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risk with respect to our variable rate indebtedness such that an increase in interest rates would result in higher net interest expense. 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 hedging agreements to fix or cap a majority of our variable rate debt. As of September 30, 2024, the outstanding principal balance of our variable rate indebtedness was $44.8 billion and consisted of mortgage loans, secured and unsecured term loans, secured and unsecured revolving credit facilities, and secured financings on investments in real estate debt.
Certain of our mortgage loans, secured and unsecured term loans, secured and unsecured revolving credit facilities, and secured financings are variable rate and indexed to SOFR, SONIA, EURIBOR, CORRA, and other similar benchmark rates (collectively, the "Reference Rates"). We have executed interest rate swaps with an aggregate net notional amount of $32.7 billion and interest rate caps with an aggregate net notional balance of $11.9 billion as of September 30, 2024 to hedge the risk of increasing interest rates. For the three and nine months ended September 30, 2024, an increase of 25 basis points in each of the Reference Rates would have resulted in increased interest expense of $6.2 million and $18.7 million, respectively, net of the impact of our interest rate swaps and caps. Our exposure to interest rate risk may vary in future periods as the amount and terms of our interest rate hedging agreements change over time as we implement our hedging program. See "Part I. Item 1A. Risk Factors - Risks Related to Investments in Real Estate Debt - We utilize derivatives, which involve numerous risks" and "Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition" and "Part I. Item 1A. Risk Factors - General Risk Factors - We will face risks associated with hedging transactions" for more information on risks associated with our use of derivatives and hedging transactions of our Annual Report on Form 10-K for the year ended December 31, 2023 for more information.

Investments in Real Estate Debt
As of September 30, 2024, we held $6.9 billion of investments in real estate debt, which excludes the impact of consolidating the underlying loans that serve as collateral for certain securitizations on our Consolidated Balance Sheets. Our investments in real estate debt are primarily floating-rate and indexed to the Reference Rates, and as such, exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors that may or may not affect interest rates, a decrease of 25 basis points in the Reference Rates would have resulted in a decrease to income from investments in real estate debt of $3.7 million and $11.0 million for the three and nine months ended September 30, 2024, respectively.
We may also be exposed to market risk with respect to our investments in real estate debt 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 debt by making investments in real estate debt backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, therefore the amount we will realize upon any sale of our investments in real estate debt is unknown.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains "disclosure controls and procedures" (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), that are designed to ensure that information required to be disclosed in the Company's reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
No change in our "internal control over financial reporting" (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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 September 30, 2024, we were not involved in any material legal proceedings.
ITEM 1A. RISK FACTORS
For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 and under the heading "Risk Factors" in our prospectus dated April 16, 2024, as supplemented.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
During the nine months ended September 30, 2024, we issued equity securities that were not registered under the Securities Act. As described in Note 10 to our consolidated financial statements, the Adviser is entitled to an annual management fee payable monthly in cash, shares of common stock, or BREIT OP Units, in each case at the Adviser's election. For the three months ended September 30, 2024, the Adviser elected to receive its management fee in Class B units of BREIT OP, and we issued 12.5 million Class B units of BREIT OP to the Adviser in satisfaction of the 2024 management fee through August 2024. Additionally, we issued $4.1 million Class B units of BREIT OP to the Adviser in October 2024 in satisfaction of the September 2024 management fee. The issuance of such shares in satisfaction of the management fee was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).
We have also sold Class I and Class C shares to feeder vehicles created primarily to hold Class I and Class C shares and offer indirect interests in such shares to non-U.S. persons. During the three months ended September 30, 2024, we received $97.7 million from selling 6.9 million unregistered Class I and Class C shares to such vehicles. The offer and sale of Class I and Class C shares to the feeder vehicles was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder. We intend to use the net proceeds from such sales for the purposes set forth in the prospectus for our offering and in a manner within the investment guidelines approved by our board of directors, who serve as fiduciaries to our stockholders.
Share Repurchases
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 (the "Early Repurchase Deduction") subject to certain limited exceptions. Settlements of share repurchases will generally 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.
The aggregate NAV of total repurchases of Class S shares, Class I shares, Class T shares, Class D shares, Class C and Class F shares (including repurchases at certain non-U.S. investor access funds primarily created to hold shares of the Company, but excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited to no more than 2% of our aggregate NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to stockholders as of the end of the immediately preceding three months). For the avoidance of doubt, both of these limits are assessed during each month in a calendar quarter. We have in the past received, and may in the future receive, repurchase requests that exceed the limits under our Share Repurchase Plan, and we have in the past repurchased less than the full amount of shares requested, resulting in the repurchase of shares on a pro rata basis. We fulfilled all repurchase requests for the three months ended September 30, 2024.
Should repurchase requests, in our board of directors' 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 our board of directors otherwise determine that investing our liquid assets in real properties or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, our board of directors may determine to repurchase fewer shares than have been requested to be repurchased (including relative to the 2% monthly limit and 5% quarterly limit under our Share Repurchase Plan), or none at all. Further, our board of directors has in the past made exceptions to the limitations in our Share Repurchase Plan and may in the future, in certain circumstances, make exceptions to such repurchase limitations (or repurchase fewer shares than such repurchase limitations), or modify or suspend our Share Repurchase Plan if, in its reasonable judgement, 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 after we have repurchased all shares for which repurchase has been requested due to death, disability or divorce and other limited exceptions. 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.
If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.
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During the three months ended September 30, 2024, we repurchased shares of our common stock in the following amounts:
Month of: Total Number
of Shares
Repurchased 		Average
Price Paid
per Share 		Total Number of
Shares Repurchased
as Part of Publicly
Announced Plans
or Programs
Repurchases as a Percentage of NAV(1)
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Program(2)
July 2024 49,013,432 $ 14.08 49,013,432 1.3 % -
August 2024 39,023,786 $ 14.00 39,023,786 1.1 % -
September 2024 33,673,260 $ 13.96 33,673,260 0.9 % -
Total 121,710,478 $ 14.02 121,710,478 3.3 % -
(1)Represents aggregate NAV of the shares repurchased under our Share Repurchase Plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month.
(2)All repurchase requests under our share repurchase plan were satisfied.

The Special Limited Partner continues to hold 1,130,555 Class I units in BREIT OP. The redemption of Class I units and Class B units and shares held by the Adviser acquired as payment of the Adviser's management fee are not subject to our Share Repurchase Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly "Atlantia S.p.A."), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
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ITEM 6. EXHIBITS
Exhibit Number
Exhibit Description
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
31.1
31.2
32.1
32.2
99.1
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
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)

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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.
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
November 8, 2024 /s/ Frank Cohen
Date Frank Cohen
Chief Executive Officer
(Principal Executive Officer)
November 8, 2024 /s/ Anthony F. Marone, Jr.
Date Anthony F. Marone, Jr.
Chief Financial Officer and Treasurer
(Principal Financial Officer)
November 8, 2024 /s/ Paul Kolodziej
Date Paul Kolodziej
Deputy Chief Financial Officer
(Principal Accounting Officer)
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