Large owner Brookfield Corp /On/ acquired $45,000,000 worth of Class I Common Stock (4,341,534 units at $10.37) (SEC Form 4)
$BN
Building operators
Real Estate
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [ N/A ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class I Common Stock | 07/01/2026 | J(1) | 4,341,534 | A | $10.365(1) | 4,341,534 | I | Held by BPG NTR Holdings LLC(1)(3)(4) | ||
| Class I Common Stock | 221,318(2) | I | Held by Brookfield REIT Adviser LLC(3)(4) | |||||||
| Class I Common Stock | 27,983,775(2) | I | Held by BUSI II-C L.P.(3)(4) | |||||||
| Class E Common Stock | 2,983,209(2) | I | Held by BUSI II-C L.P.(3)(4) | |||||||
| Class E Common Stock | 75,834(2) | I | Held by BIM Capital LLC(3)(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Reflects shares issued to, and held directly by, BPG NTR Holdings LLC ("BPG"). |
| 2. Does not include shares that will be issued on or about July 20, 2026 pursuant to the Issuer's distribution reinvestment plan. |
| 3. Brookfield Corporation ("BCORP") indirectly owns and controls Brookfield Wealth Solutions Ltd. ("BNT"), BUSI II-C L.P. ("BUSI II-C"), BUSI II GP-C LLC, the general partner of BUSI II-C, BIM Capital LLC ("BIM"), Brookfield REIT Advisor LLC (the "Adviser") and BPG and is the ultimate beneficial owner of the shares directly held by BUSI II-C, BIM, the Adviser and BPG. BCORP and BNT have entered into a voting agreement as more fully discussed in the Amendment to Schedule 13D filed by BCORP, BNT, BUSI II-C, BIM and the Adviser on April 22, 2026. |
| 4. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owners of any equity securities in excess of its respective pecuniary interests, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| Brookfield Corporation, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory | 07/09/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||