Form 8-K Blackstone Real Estate For: May 16

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Regulation FD Disclosure.

Represents Class I shares. Performance varies by share class. 2022 YTD net returns for the other share classes are as follows: Class S shares (without sales load) 4.6%; Class S shares (with sales load) 1.1%; Class T shares (without sales load) 4.6%; Class T shares (with sales load) 1.0%; Class D shares (without sales load) 4.7%; Class D shares (with sales load) 3.1%. Trailing 1-year net returns for the other share classes are as follows: Class S shares (without sales load) 29.3%; Class S shares (with sales load) 25.0%; Class T shares (without sales load) 29.8%; Class T shares (with sales load) 25.5%; Class D shares (without sales load) 29.6%; Class D shares (with sales load) 27.7%. Inception to date net returns for the other share classes are as follows: Class S shares (without sales load) 12.8%; Class S shares (with sales load) 12.0%; Class T shares (without sales load) 13.4%; Class T shares (with sales load) 12.6%; Class D shares (without sales load) 13.8%; Class D shares (with sales load) 13.5%. Returns shown reflect the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any distribution per share declared in the period. All returns shown assume reinvestment of distributions pursuant to BREIT’s distribution reinvestment plan, are derived from unaudited financial information, and are net of all BREIT expenses, including general and administrative expenses, transaction-related expenses, management fees, performance participation allocation, and share class-specific fees, but exclude the impact of early repurchase deductions on the repurchase of shares that have been outstanding for less than one year. The inception dates for the Class S, T, D and I shares are January 1, 2017, June 1, 2017, May 1, 2017 and January 1, 2017, respectively. The returns have been prepared using unaudited data and valuations of the underlying investments in BREIT’s portfolio, which are estimates of fair value and form the basis for BREIT’s NAV. Valuations based upon unaudited or estimated reports from the underlying investments may be subject to later adjustments or revisions, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated. As return information is calculated based on NAV, return information presented will be impacted should the assumptions on which NAV was determined prove to be incorrect. Past performance is not necessarily indicative of future results. Inception to date (“ITD”) returns are annualized consistent with the IPA Practice Guideline 2018.

Represents year-over-year same property NOI growth for the quarter ending March 31, 2022. 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) lease termination fees, (vi) property expenses not core to the operations of such properties, and (vii) other non-property related revenue and expense items such as (a) general and administrative expenses, (b) management fee paid to the Adviser, (c) performance participation allocation paid to the Special Limited Partner, (d) incentive compensation awards, (e) income (loss) from investments in real estate debt, (f ) net gain (loss) on dispositions of real estate, (g) interest expense, (h) gain (loss) on extinguishment of debt, (i) other income (expense), and (j) 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. Properties held for sale and properties that are being re-developed are excluded from same property results and are considered non-same property. We do not consider our investments in the real estate debt segment or equity securities to be same property.

Net (loss) income

Adjustments to reconcile to same property NOI

Depreciation and amortization

Straight-line rental income and expense

Amortization of above- and below-market lease intangibles

Lease termination fees

Non-core property expenses

General and administrative

Management fee

Performance participation allocation

Incentive compensation awards(1)

Loss (income) from investments in real estate debt

Net gain on dispositions of real estate

Interest expense

(Gain) loss on extinguishment of debt

Other income

Income from unconsolidated entities

NOI attributable to non-controlling interests in third party joint ventures

NOI from unconsolidated entities

NOI attributable to BREIT stockholders

Less: Non-same property NOI attributable to BREIT stockholders

Same property NOI attributable to BREIT stockholders

Included in rental property operating and hospitality operating expense on our Condensed Consolidated Statements of Operations.

Same property NOI

Rental revenue

Hospitality revenue

Other revenue

Total revenues

Rental property operating

Hospitality operating

Total expenses

Same property NOI attributable to non-controlling interests in third party joint ventures

Consolidated same property NOI attributable to BREIT stockholders

Same property NOI from unconsolidated entities

Same property NOI attributable to BREIT stockholders

As of March 31, 2022. Reflects real estate investments only, including unconsolidated properties, and does not include real estate debt investments. Occupancy is an important real estate metric because it measures the utilization of properties in the portfolio. 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. For our industrial, data center, retail and office investments, occupancy includes all leased square footage as of the date indicated. For our multifamily, student housing and affordable housing investments, occupancy is defined as the percentage of actual units and market rent for vacant units) for the three months ended on the date indicated. For our net lease investments, occupancy includes leased properties as of the date indicated. For our single family rental investments, the occupancy rate includes occupied homes for the three months ended on the date indicated. For our self storage, and manufactured housing and senior living investments, the occupancy rate includes occupied square footage, occupied sites and occupied units, respectively, as of the date indicated. Hospitality investments owned less than twelve months are excluded from the average occupancy rate calculation.

U.S. Census Bureau, as of December 31, 2021. U.S. housing supply in the Last Decade was 36% below pre-Global Financial Crisis. Pre-Global Financial Crisis represents 1997-2007. Last Decade represents 2012-2021. Bank of America Securities report dated January 13, 2022. December 2021 online sales up 20% over past two years. Represents 2-year compound annual rent growth.

Represents the year-over-year percent change in industrial and residential rent growth and inflation. “Industrial Rent Growth” reflects Blackstone Proprietary Data and represents market rent growth in BREIT’s industrial portfolio markets for the quarter ending March 31, 2022. “Residential Rent Growth” reflects RealPage data as of April 30, 2022, and represents BREIT’s top ten residential markets which is measured as the asset value of residential real estate properties and unconsolidated investments for each market against the total asset value of all (i) residential real estate properties, excluding the value of any third party interests in such real estate properties, and (ii) unconsolidated investments. Inflation reflects U.S. Bureau of Labor Statistics data as of April 30, 2022, and represents the Consumer Price Index, which measures changes in the prices paid by urban consumers for a representative basket of goods and services. NOI may not be correlated to or continue to keep pace with inflation.

As of March 31, 2022. Reflects BREIT’s residential and industrial real estate properties only, including unconsolidated properties, and does not include real estate debt investments. BREIT’s industrial assets have a 4.3 year weighted average lease expiry and BREIT’s residential assets have an approximately 0.5 year weighted average lease expiry.

U.S. Census Bureau, as of July 2020, released in May 2021. Represents cumulative population growth in the U.S. from 2010-2020.

As of March 31, 2022. Represents the estimated discount of BREIT’s in-place multifamily portfolio rents to achievable market rents. Any expectations that below market rents have the potential to increase are based on certain assumptions that may not be correct and on certain variables that may change, They are presented for illustrative purposes only and do not constitute forecasts. There can be no assurance that any such results will actually be achieved.

As of March 31, 2022. Represents Q1’22 leasing spreads and compares new or renewal rents to prior rents or expiring rents, as applicable.

As of March 31, 2022. Represents the estimated discount of BREIT’s in-place industrial portfolio rents to achievable market rents. Any expectations that below market rents have the potential to increase are based on certain assumptions that may not be correct and on certain variables that may change. They are presented for illustrative purposes only and do not constitute forecasts. There can be no assurance that any such results will actually be achieved.

IDC, as of December 2021.

As of March 31, 2022. Represents the base rental income growth of BREIT’s self storage portfolio in Q1 2022 versus Q1 2021.

As of March 31, 2022. The percentage of fixed rate financing is measured by dividing (i) the sum of our fixed rate debt, secured financings on investments in real estate debt with matched underlying interest rate exposure, and the outstanding notional principal amount of interest rate swaps, by (ii) total debt outstanding.

As of March 31, 2022. Represents the weighted average maturity date of our loans secured by our properties. For loans where we, at our sole discretion, have extension options, the maximum maturity date has been assumed.

Blackstone Proprietary Data, as of March 2022. Represents growth in NYC market unit average asking rents from March 2019 to March 2022.

/s/ Leon Volchyok