Private company

BROOKFIELD REAL ESTATE INCOME TRUST INC.

BROOKFIELD REAL ESTATE INCOME TRUST INC. is an American real estate investment trust based in New York, active since 2016.2

Last updated Oct 21, 2026.

Overview

$143.3MRevenue, fiscal 20253
-$4.2MNet income, fiscal 20253
  • IndustryReal Estate Investment Trusts2
  • HeadquartersBaltimore, United States2
  • Incorporated inMD4
  • Business addressBrookfield Place, 225 Liberty Street, 8Th Floor, New York, Ny 102814
  • Filer categoryNon-accelerated filer4
  • Legal formCorporation2
  • Kind of organizationReal estate investment trust2
  • LEI254900DLYNP93JESGO412
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered address7 ST. PAUL STREET SUITE 820, 21202 Baltimore, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D181616532

References herein to “Brookfield Real Estate Income Trust,” the “Company,” “we,” “us,” or “our” refer to Brookfield Real Estate Income Trust Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

88.0%Operating margin3
-2.9%Net margin3
-0.5%Revenue growth, 20253
-0.6%Return on equity3
1.57×Debt to equity3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$143.3M

Out of $143.3M in revenue.3 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks100¢$136.1M

Out of $36.6M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.3

Financial statements

Revenue78910113$143.3M in 2025
0$50.0M$100.0M$150.0M2018: $0$020182019: $7.5M$7.5M20192020: $25.3M$25.3M2020+235%2021: $37.4M$37.4M2021+48%2022: $118.3M$118.3M2022+216%2023: $138.6M$138.6M2023+17%2024: $144.0M$144.0M2024+4%2025: $143.3M$143.3M2025−0%
Operating income8910113$126.1M in 2025+2722% since 2019
0$50.0M$100.0M$150.0M2019: $4.5M$4.5M20192020: $20.0M$20.0M2020+347%2021: $27.9M$27.9M2021+40%2022: $85.8M$85.8M2022+207%2023: $101.5M$101.5M2023+18%2024: $109.6M$109.6M2024+8%2025: $126.1M$126.1M2025+15%
Net income78910113-$4.2M in 2025+1033% since 2018
-$60.0M-$40.0M-$20.0M0$20.0M2018: -$367.9K-$367.9K20182019: -$4.7M-$4.7M2019+1184%2020: -$2.4M-$2.4M2020−48%2021: $2.5M$2.5M20212022: -$34.4M-$34.4M20222023: -$48.9M-$48.9M2023+42%2024: -$27.8M-$27.8M2024−43%2025: -$4.2M-$4.2M2025−85%
Fiscal year20182019202020212022202320242025
Revenue$07$7.5M8$25.3M9$37.4M10$118.3M11$138.6M3$144.0M3$143.3M3
Operating expenses$54.5M10$123.6M11$146.0M3$161.4M3$127.4M3
Operating income$4.5M8$20.0M9$27.9M10$85.8M11$101.5M3$109.6M3$126.1M3
Interest$07$4.0M8$4.9M9$6.8M10$39.7M10$58.6M10
Net income-$367.9K7-$4.7M8-$2.4M9$2.5M10-$34.4M11-$48.9M3-$27.8M3-$4.2M3
Earnings per share-$18.397-$4.498-$0.139$0.1110-$0.5511-$0.533-$0.343-$0.063
Earnings per share (diluted)-$18.397-$4.498-$0.139$0.1110-$0.5511-$0.533-$0.343-$0.063
Shares (weighted, basic)23.0M shares1062.6M shares1192.7M shares382.2M shares370.2M shares3
Shares (weighted, diluted)23.0M shares1062.6M shares1192.7M shares382.2M shares370.2M shares3

Compare BROOKFIELD REAL ESTATE INCOME TRUST INC. with another company

Corporate structure

BROOKFIELD REAL ESTATE INCOME TRUST INC. sits at the top of its group. 98 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BROOKFIELD REAL ESTATE INCOME TRUST INC.

  • Brookfield Corporation Filed SCHEDULE 13D/A on BROOKFIELD REAL ESTATE INCOME TRUST INC., latest Jul 9, 2026 (10 filings since Jun 6, 2022)
  • University of California Regents Filed SCHEDULE 13G/A on BROOKFIELD REAL ESTATE INCOME TRUST INC., latest Dec 2, 2025 (2 filings since Jan 6, 2025)
  • BROOKFIELD REAL ESTATE INCOME TRUST INC. Baltimore, Maryland, United States
    • SAN JACINTO FEE OWNER LLC Los Angeles, California, United States
    • 111 Montgomery GAP REIT Member, LLC Subsidiary · Delaware, United States
    • 111 Montgomery GAP, LLC Subsidiary · Delaware, United States
    • Arbors and Anzio Apartments REIT, LLC Subsidiary · Delaware, United States
    • Avery GAP REIT Member, LLC Subsidiary · Delaware, United States
    • Avery Grand Avenue Partners (Equity), LLC Subsidiary · Delaware, United States
    • Avery Grand Avenue Partners, LLC Subsidiary · Delaware, United States
    • Avery REIT Holdings CTB, LLC Subsidiary · Delaware, United States
    • BNTR 187 Bartram Parkway LLC Subsidiary · Delaware, United States
    • BNTR 187 Bartram PKWY Holdings LLC Subsidiary · Delaware, United States
    • BNTR 2003 Beaver Road LLC Subsidiary · Delaware, United States
    • BNTR 2929 Old Tampa LLC Subsidiary · Delaware, United States
    • BNTR 6123-6227 Monroe Court LLC Subsidiary · Delaware, United States
    • BNTR 8400 Westphalia Road LLC Subsidiary · Delaware, United States
    • BNTR BSREP V Investor II LLC Subsidiary · Delaware, United States
    • BNTR BSREP V Investor III LLC Subsidiary · Delaware, United States
    • BNTR BTR 1 Owner LLC Subsidiary · Delaware, United States
    • BNTR Burbank Holdings LLC Subsidiary · Delaware, United States
    • BNTR Logistics Acquisitions LLC Subsidiary · Delaware, United States
    • BNTR Mezz Lender LLC Subsidiary · Delaware, United States
    • BNTR Reflection JV Member LLC Subsidiary · Delaware, United States
    • BNTR SFR Lower Vehicle LLC Subsidiary · Delaware, United States
    • BNTR SFR Owner 2 LLC Subsidiary · Delaware, United States
    • BNTR SFR Owner LLC Subsidiary · Delaware, United States
    • BNTR SFR TRS LLC Subsidiary · Delaware, United States
    • and 72 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BROOKFIELD REAL ESTATE INCOME TRUST INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$310.3M3 Dec 31, 2025$293.4M3 Dec 31, 2024+5.8%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$1.8B3 Dec 31, 2025$1.7B3 Dec 31, 2024+2.3%
Real estate accumulated depreciation$183.6M3 Dec 31, 2025$135.3M3 Dec 31, 2024+35.7%
Real estate properties193 Dec 31, 20251811 Dec 31, 2024+5.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$35.1M3 Dec 31, 2025$13.8M3 Dec 31, 2024+155.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$31.7M3 Dec 31, 2025$35.0M3 Dec 31, 2024−9.5%
Finite-lived intangibles, gross$45.9M3 Dec 31, 2025$47.0M3 Dec 31, 2024−2.2%
Accumulated amortization$14.3M3 Dec 31, 2025$12.0M3 Dec 31, 2024+19.1%

Properties, in its own words

For an overview of our real estate investments, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our principal executive and administrative offices are located at 225 Liberty Street, 8th Floor New York, NY 10281. We consider these facilities to be suitable for the management and operations of our business.

Item 2 of the 10-K filed Mar 17, 2026.6

Leadership

Who has led BROOKFIELD REAL ESTATE INCOME TRUST INC., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Zachary B. Vaughan2022

Chief financial officer

  1. Dana E. Petitto2022
2025
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Financial OfficerHanno C. Theodore named Dec 17, 202530
  • Chief Investment OfficerK. Alexander Elawadi named Dec 17, 202530
  • Independent DirectorRobert L. Stelzl named Dec 17, 202530

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 111 Montgomery GAP REIT Member, LLC Delaware5
  • 111 Montgomery GAP, LLC Delaware5
  • Arbors and Anzio Apartments REIT, LLC Delaware5
  • Avery GAP REIT Member, LLC Delaware5
  • Avery Grand Avenue Partners (Equity), LLC Delaware5
  • Avery Grand Avenue Partners, LLC Delaware5
  • Avery REIT Holdings CTB, LLC Delaware5
  • BNTR 187 Bartram PKWY Holdings LLC Delaware5
  • BNTR 187 Bartram Parkway LLC Delaware5
  • BNTR 2003 Beaver Road LLC Delaware5
  • BNTR 2929 Old Tampa LLC Delaware5
  • BNTR 6123-6227 Monroe Court LLC Delaware5
  • BNTR 8400 Westphalia Road LLC Delaware5
  • BNTR BSREP V Investor II LLC Delaware5
  • BNTR BSREP V Investor III LLC Delaware5
  • BNTR BTR 1 Owner LLC Delaware5
  • BNTR Burbank Holdings LLC Delaware5
  • BNTR Logistics Acquisitions LLC Delaware5
  • BNTR Mezz Lender LLC Delaware5
  • BNTR Reflection JV Member LLC Delaware5
  • BNTR SFR Lower Vehicle LLC Delaware5
  • BNTR SFR Owner 2 LLC Delaware5
  • BNTR SFR Owner LLC Delaware5
  • BNTR SFR TRS LLC Delaware5
All 98 listed subsidiaries
  • BNTR SFR UTE LLC Delaware5
  • BNTR SFR Upper Vehicle LLC Delaware5
  • BNTR SSW Propco LLC Delaware5
  • BNTR Verso Propco LLC Delaware5
  • BOP Nest Domain LLC Delaware5
  • BOP Nest Nashville LLC Delaware5
  • BOP Nest Nashville TRS II LLC Delaware5
  • BREX Briggs MF DST (f/k/a BNTR Mount Laurel Propco LLC) Delaware5
  • BREX Briggs MF Depositor LLC Delaware5
  • BREX Briggs MF Master Tenant LLC Delaware5
  • BREX Net Lease Industrial I DST Delaware5
  • BREX Net Lease Industrial I Depositor LLC Delaware5
  • BREX Net Lease Industrial I Master Tenant LLC Delaware5
  • BREX Parker MF DST Delaware5
  • BREX Parker MF DST (f/k/a BNTR Parker at Huntington Propco LLC) Delaware5
  • BREX Parker MF Depositor LLC Delaware5
  • BREX Parker MF Master Tenant LLC Delaware5
  • BSREP V BNTR Holdings LLC Delaware5
  • BSREP V BNTR Investor LLC Delaware5
  • Brookfield REIT Exchange TRS LLC Delaware5
  • Brookfield REIT Facility Holdings LLC Delaware5
  • Brookfield REIT Finco GP LLC Delaware5
  • Brookfield REIT Finco L.P. Cayman Islands5
  • Brookfield REIT Liquid Holdings II LLC Delaware5
  • Brookfield REIT Liquid Holdings LLC Delaware5
  • Brookfield REIT Logistics Holdings LLC Delaware5
  • Brookfield REIT MF Holdings LLC Delaware5
  • Brookfield REIT OP GP LLC Delaware5
  • Brookfield REIT Office Holdings LLC Delaware5
  • Brookfield REIT Offshore TRS LLC Cayman Islands5
  • Brookfield REIT Operating Partnership L.P. Delaware5
  • Brookfield REIT Parent Holdings LLC Delaware5
  • Brookfield REIT Parent TRS LLC Delaware5
  • Brookfield REIT SFR Holdings LLC Delaware5
  • Brookfield REIT SH Holdings LLC Delaware5
  • Brookfield REIT US Sub-REIT I LLC Delaware5
  • Brookfield REIT US Sub-REIT II LLC Delaware5
  • Brookfield REIT US Sub-REIT III LLC Delaware5
  • Brookfield Real Estate Exchange LLC Delaware5
  • Brookfield Real Estate Income Trust Inc. Delaware5
  • Brookfield Segregated REIT Vehicle 1, LLC Delaware5
  • Dover Street Grand Avenue Partners TRS, LLC Delaware5
  • Dover Street Grand Avenue Partners, LLC Delaware5
  • Federal Hill Apartments GAP, LLC Delaware5
  • Federal Hill Apartments GAP, TRS LLC Delaware5
  • Federal Hill Apartments Property Owner, LLC Delaware5
  • Flats on Front LLC Delaware5
  • Furniture Markets REIT TL, LLC Delaware5
  • Lakes Property Owner JV LLC Delaware5
  • Lakes Property Owner LLC Delaware5
  • MH Venture BNTR REB LLC Delaware5
  • Markets GAP Term Loan Lender LLC Delaware5
  • Markets Term Loan Grand Avenue Partners, LLC Delaware5
  • Oaktree Segregated Debt Vehicle, LLC Delaware5
  • PPC Holdings L.P. Jersey5
  • Principal Place Commercial GP Limited England5
  • Principal Place Commercial Limited Jersey5
  • Principal Place Commercial Limited Partnership England5
  • Principal Place Commercial Nominee Limited England5
  • Principal Place Commercial REIT Limited Jersey5
  • SBN Property Acquisition LLC Delaware5
  • SBN Reflection LLC Delaware5
  • SBN TRS LLC Delaware5
  • San Jacinto Fee Owner LLC Delaware5
  • Scion BN JV LLC Delaware5
  • Sweetwater Fee Owner LLC Delaware5
  • The Lakes Grand Avenue Partners TRS, LLC Delaware5
  • The Lakes Grand Avenue Partners, LLC Delaware5
  • Tru MF Grand Avenue Partners II TRS, LLC Delaware5
  • Tru MF Grand Avenue Partners II, LLC Delaware5
  • Tru MF Venture II LLC Delaware5
  • Two Liberty Center Grand Avenue Partners, LLC Delaware5
  • Two Liberty Center LLC Delaware5
  • Two Liberty Center Owner LLC Delaware5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • OAKTREE REAL ESTATE INCOME TRUST, INC.Aug 1, 2017 to Oct 29, 20214

Timeline

  1. Sep 29, 20268-K Regulation FD disclosure31
  2. Sep 24, 20268-K Unregistered sale of shares32
  3. Aug 28, 20268-K Regulation FD disclosure33
  4. Aug 24, 20268-K Unregistered sale of shares34
  5. Jul 30, 20268-K Regulation FD disclosure35
  6. Jul 27, 20268-K Unregistered sale of shares36
  7. Jun 29, 20268-K Regulation FD disclosure37
  8. Jun 23, 20268-K Unregistered sale of shares38
  9. Jun 10, 20268-K Shareholder vote39
  10. May 28, 20268-K Regulation FD disclosure40
  11. May 22, 20268-K Unregistered sale of shares41
  12. Apr 30, 20268-K Regulation FD disclosure42
  13. Apr 29, 2022New chief executive Zachary B. Vaughan becomes CEO17
  14. Dec 31, 2016Founded BROOKFIELD REAL ESTATE INCOME TRUST INC. is founded2

Calendar

When it reported results

  1. Feb 1, 2024Reported quarterly or annual results43
  2. Nov 1, 2023Reported quarterly or annual results44
  3. Jul 27, 2023Reported quarterly or annual results45
  4. May 2, 2023Reported quarterly or annual results46

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

385 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 132 major events, 86 insider forms, 12 large holders, 5 private raises, 130 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Sep 30, 2026424B3 EDGAR
  4. Sep 29, 20268-K EDGAR
  5. Sep 24, 20268-K EDGAR
  6. Sep 24, 20264 EDGAR
  7. Sep 16, 2026424B3 EDGAR
  8. Aug 28, 20268-K EDGAR
  9. Aug 24, 20268-K EDGAR
  10. Aug 24, 20264 EDGAR
  11. Aug 14, 2026424B3 EDGAR
  12. Aug 12, 202610-Q EDGAR
  13. Aug 4, 20264 EDGAR
  14. Jul 30, 20268-K EDGAR
  15. Jul 27, 20268-K EDGAR
  16. Jul 21, 20264 EDGAR
  17. Jul 16, 2026424B3 EDGAR
  18. Jul 9, 2026SCHEDULE 13D/A EDGAR
  19. Jul 9, 20264 EDGAR
  20. Jul 9, 20263 EDGAR

The 385 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 1, 2026Petitto Dana E.See RemarksBuy14,268$10.51$150.0KForm 4
May 1, 2023BUSI II-C L.P.10% ownerBuy617,908$12.94$8.0MForm 4
Apr 3, 2023BUSI II-C L.P.10% ownerBuy756,475$13.22$10.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$44.8M 2022–2022
Money received by yearMoney received by year, 2022–2022: $44.8M in all. Private raises (Form D) $44.8M.$0$20M$40M$60M2022 · Private raises (Form D): $44.8M2022
Figures by year
YearPrivate raises (Form D)Total
2022$44.8M$44.8M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 1, 2022Raised $44.8 million in a private offering of equity30 Form D: $200 million offered in all Form D

SEC filer profile

How BROOKFIELD REAL ESTATE INCOME TRUST INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBROOKFIELD REAL ESTATE INCOME TRUST INC.1
  • CIK0001713407
  • Employer ID (EIN)82-23655936
  • Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressBrookfield Place, 225 Liberty Street, 8Th Floor, New York, NY 102811
  • Phone212-417-70001
  • Shares outstanding57,223,034 Common Class I shares; 24,415,002 Common Class S shares; 97,129 Common Class D shares; 20,543 Common Class T shares; 5,884,856 Common Class C shares; 3,993,362 Common Class E shares as of Feb 28, 20266
  • Public float$0 as of Jun 30, 20253
  • AuditorDeloitte & Touche LLP, New York, New York PCAOB ID 34; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceAug 1, 20171
  • Filings522 in all: 8-K (169), 424B3 (117), 4 (60), 10-Q (27), 3 (22), POS EX (16), EFFECT (13), POS AM (11)1
    All 38 form types

    UPLOAD (10), 10-K (9), CORRESP (8), DEF 14A (7), S-11/A (5), SC 13D/A (5), 8-K/A (4), ARS (4), D/A (4), 3/A (3), DRSLTR (3), S-11 (3), SCHEDULE 13D/A (3), DRS/A (2), FWP (2), 10-K/A (1), 10-Q/A (1), 4/A (1), 8-A12G (1), AW (1), D (1), DEFA14A (1), DRS (1), NT 10-Q (1), PRE 14A (1), SC 13D (1), SC TO-C (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 17, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 3, 2026
    Latest 8-K (8-K) Sep 29, 2026

Risk factors and legal proceedings

The risks BROOKFIELD REAL ESTATE INCOME TRUST INC. names in Item 1A of its 10-K filed Mar 17, 2026: 78 risks under these headings, as written.6

  • Risks Related to Our Organizational Structure
  • We have a history of net losses and an accumulated deficit.
  • We have held several of our current investments for only a limited period of time and you will not have the opportunity to evaluate our future investments before we make them, which makes your investment more speculative.
  • The Adviser manages our portfolio pursuant to very broad investment guidelines and generally is not required to seek the approval of our board of directors for each investment, financing or asset allocation decision made by it, which may result in our making riskier investments and which could adversely affect our results of operations and financial condition.
  • There is no public trading market for shares of our common stock; therefore, stockholders’ ability to dispose of their shares will likely be limited to repurchase by us. If stockholders do sell their shares to us, they may receive less than the price they paid.
  • Repurchases through our share repurchase plan are limited. We may choose to repurchase fewer shares than have been requested to be repurchased, in our discretion at any time, and the amount of shares we may repurchase is subject to caps. Further, our board of directors may modify or suspend our share repurchase plan if it deems such action to be in our best interest and the best interest of our stockholders.
  • Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our results of operations and financial condition.
  • The amount and source of distributions we may make to our stockholders is uncertain, and we may be unable to generate sufficient cash flows from our operations to make distributions to our stockholders at any time in the future.
  • We may pay distributions and fund share repurchases from sources other than our cash flows from operations and we have no limits on the amounts we may pay from such sources.
  • Purchases and repurchases of shares of our common stock may not be made based on the current NAV per share of our common stock.
  • Valuations and appraisals of our properties and real estate-related investments are estimates of fair value and may not necessarily correspond to realizable value.
  • Our NAV per share amounts may change materially if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
The other 67 risks
  • It may be difficult to reflect, fully and accurately, material events that may impact our monthly NAV.
  • NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.
  • If we are unable to continue to raise substantial funds, we will be limited in the number and type of investments we make, and the value of our shares of common stock will be more dependent on the performance of any of the specific assets we acquire.
  • We face risks associated with the deployment of our capital.
  • Our board of directors may, in the future, adopt certain measures under Maryland law without stockholder approval that may have the effect of making it less likely that a stockholder would receive a “control premium” for his or her shares.
  • Our charter permits our board of directors to authorize us to issue preferred stock on terms that may be senior to the rights of the holders of our current common stock or discourage a third-party from acquiring us.
  • Maryland law limits, in some cases, the ability of a third-party to vote shares acquired in a “control share acquisition.”
  • Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce stockholders’ and our recovery against them if they cause us to incur losses.
  • Maryland law limits our stockholders’ ability to amend our charter or dissolve us without the approval of our board of directors.
  • Your interest in us will be diluted if we issue additional shares.
  • Payments to the Adviser in respect of any common stock or Operating Partnership units it elects to receive in lieu of fees will dilute future cash available for distribution to our stockholders.
  • Our UPREIT structure may result in potential conflicts of interest with the Operating Partnership or limited partners in the Operating Partnership whose interests may not be aligned with those of our stockholders.
  • Tax protection agreements could limit our ability to sell or otherwise dispose of property contributed to the Operating Partnership.
  • Tax protection agreements may require the Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.
  • Cash payments to redeem Operating Partnership interests will reduce cash available for distribution to our stockholders or to honor their repurchase requests under our share repurchase program.
  • Our results of operations may be adversely affected if we are required to register as an investment company under the Investment Company Act.
  • Operational risks, including interruption of our information technology, communications systems or data services could disrupt our business, result in losses or limit our growth.
  • Cybersecurity failures and data security incidents could materially adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.
  • We are subject to risks associated with artificial intelligence and machine learning technology.
  • Our collection and use of sensitive personal and confidential information subjects us to data privacy, regulatory, litigation, and reputational risks.
  • Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital in our Public Offering, which would harm our ability to achieve our investment objectives.
  • The DST Program could subject us to liabilities from litigation or otherwise.
  • The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures.
  • We may own DST Interests in DSTs owning DST Properties that will be subject to the agreements under our DST Program, which may have an adverse effect on our results of operations, relative to if the DST Program agreements did not exist.
  • DST Properties may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such DST Properties for other purposes such as paying down debt, distributions or additional investments.
  • General Risks Related to Investments in Real Estate
  • Our operating results will be affected by economic and regulatory changes that impact the real estate market in general.
  • Our success is dependent on general market and economic conditions.
  • Inflation may adversely affect our financial condition and results of operations.
  • Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.
  • Financial regulatory changes in the United States could adversely affect our business.
  • We may be subject to foreign currency risk and our risk management activities may adversely affect the performance of our operations.
  • Our portfolio may be concentrated in a limited number of industries, geographies or investments.
  • Competition in acquiring properties may reduce our profitability and our results of operations.
  • We face risks associated with property acquisitions.
  • We have made and may continue to make joint venture investments, with both third parties and Other Brookfield Accounts. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners and disputes between us and our joint venture partners.
  • We may have difficulty selling our properties, which may limit our flexibility and ability to pay distributions.
  • We rely on property managers to operate our properties and leasing agents to lease vacancies in our properties.
  • We will depend on tenants for our revenue, and therefore our revenue will be dependent on the success and economic viability of our tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space.
  • We may be unable to renew leases as leases expire.
  • Our properties will face significant competition.
  • Our properties may be leased at below-market rates under long-term leases.
  • We may experience material losses or damage related to our properties and such losses may not be covered by insurance.
  • We could become subject to liability for environmental violations, regardless of whether we caused such violations.
  • Short-term leases associated with any multifamily, student housing and single-family rental properties may expose us to the effects of declining market rent and could adversely impact our ability to make cash distributions to our stockholders.
  • Increased levels of unemployment could adversely affect the occupancy and rental rates of any multifamily, student housing and single-family rental properties we acquire.
  • Rent control and other changes in applicable laws, or noncompliance with applicable laws, could adversely affect our multifamily, student housing and single-family rental properties.
  • Certain of the rental housing properties in which we invest must comply with the Fair Housing Amendment of 1988 (the “FHAA”).
  • We face risks related to alternative accommodation offerings at our multifamily properties.
  • We may be adversely affected by trends in the office real estate industry.
  • Our logistics tenants may be adversely affected by a decline in manufacturing activity in the United States.
  • Certain of our properties may be special use or build-to-suit and may be difficult to sell or relet upon tenant defaults or lease terminations.
  • We face risks associated with our investments in limited partnership interests in private real estate funds.
  • Investments in real estate-related debt securities are subject to various risks, including creditor risks and early redemption features, which may materially adversely affect our results of operations and financial condition.
  • We may invest in mortgages, real estate loans, securities and other relatively illiquid investments.
  • We may face risks in connection with frequent trading in and high portfolio turnover of our real estate-related debt portfolio and our liquid assets.
  • Investments in subordinated debt carry greater risks than those associated with senior obligations.
  • Certain risks associated with CMBS and RMBS securities may adversely affect our results of operations and financial condition.
  • We may invest in structured products that may involve structural and legal risks.
  • We expect that we will be operated pursuant to an exemption or exclusion from the registration requirements under the Commodity Futures Trading Commission (“CFTC”) regulations.
  • Risks Related to Debt Financing
  • We use mortgage indebtedness and other borrowings, which increases our business risks, could hinder our ability to make distributions and could decrease the value of our stock.
  • If we draw on a line of credit to pay distributions, fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
  • Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to make distributions to our stockholders.
  • Volatility in the financial markets and challenging economic conditions could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur.
  • Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
  • Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition.
  • We may enter into swap transactions, which involve a variety of significant risks.

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 December 31, 2025, we were not involved in any material legal proceedings.

The opening of Item 3, Legal Proceedings.6

Sources

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