SCHEDULE: Brookfield Affiliates Boost Stake in Real Estate Income Trust

Brookfield Corporation and its affiliates have amended their Schedule 13D filing, disclosing increased beneficial ownership in Brookfield Real Estate Income Trust Inc. and adding a new reporting entity.

Summary

• Amendment No. 1 to Schedule 13D was filed to add OCG NTR Holdings Sub LLC, a newly formed entity, as a new reporting person.
• Brookfield Corporation and its affiliates collectively beneficially own 30,495,855 shares, representing 32.78% of Brookfield Real Estate Income Trust Inc.'s common stock as of December 23, 2025.
• BUSI II-C L.P. directly holds 29,897,862 shares (32.14%), acquired through redemption of Operating Partnership (OP) Units and distribution reinvestment.
• BIM Capital LLC directly holds 72,751 shares (0.08%), acquired through a cash purchase of $716,701 and distribution reinvestment.
• Brookfield REIT Adviser LLC directly holds 525,242 shares (0.56%), received as payment for management fees (including 102,536 shares for November 2025) and through distribution reinvestment.
• The total outstanding shares of the Issuer's common stock as of December 23, 2025, were 93,030,160.

Sentiment

Score: 7

Explanation: The filing indicates strong, continued commitment from Brookfield and its affiliates through significant beneficial ownership and active participation in the Issuer's capital structure. The mechanisms for fee payment in shares and distribution reinvestment suggest alignment of interests. While it's a routine disclosure, the scale of Brookfield's involvement is a positive signal for the Issuer's stability and strategic direction.

Positives

• Significant and stable ownership by Brookfield affiliates, indicating long-term commitment and alignment of interests with the Issuer.
• The Adviser's election to receive management fees in shares demonstrates confidence in the Issuer's performance and growth prospects.
• The Distribution Reinvestment Plan (DRIP) allows for compounding of investments without additional upfront selling commissions or dealer manager fees.

Risks

• The substantial beneficial ownership and the fact that most of the Issuer's officers and directors are employees of Brookfield Asset Management (BAM) could allow Brookfield affiliates to exert significant influence over the Issuer's corporate activities.
• The Brookfield Share/OP Unit Repurchase Arrangement, while providing liquidity for affiliates, could potentially impact the Issuer's capital availability or liquidity if large repurchases are requested, although it is subject to caps and third-party investor repurchases.

Future Outlook

Reporting Persons may seek to sell or acquire additional securities of the Issuer in the future, and the Adviser may continue to receive management and performance fees in shares. BUSI II-C, BIM, and the Adviser may also continue to participate in the Distribution Reinvestment Plan.

Industry Context

This filing highlights the continued significant ownership and strategic involvement of Brookfield, a leading global alternative asset manager, in Brookfield Real Estate Income Trust Inc. This deep integration suggests a long-term commitment to the real estate sector, aligning with broader industry trends of large asset managers consolidating and actively managing specialized investment vehicles like REITs. The structure also reflects a common practice where the adviser is an affiliate of a major shareholder, creating a vertically integrated management and ownership model.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Issuance of 26,862,938 Class I Shares and 2,353,305 Class E Shares to BUSI II-C L.P. in exchange for OP Units pursuant to a Redemption Agreement.
• Payment of management fees to Brookfield REIT Adviser LLC in Class I Shares (e.g., 100,627 shares on October 31, 2025, and 102,536 shares for November 2025).
• Reinvestment of distributions in additional shares for BUSI II-C L.P., BIM Capital LLC, and Brookfield REIT Adviser LLC through the Distribution Reinvestment Plan.
• The Brookfield Share/OP Unit Repurchase Arrangement allows the Issuer to repurchase shares/OP Units from BAM and its affiliates.
• The Advisory Agreement between the Issuer, Operating Partnership, and Brookfield REIT Adviser LLC governs management and performance fees.

Stakeholder Impact

• Shareholders: Continued significant ownership by Brookfield affiliates may provide stability and strategic direction. The DRIP offers a mechanism for compounding returns. The repurchase arrangement provides a structured liquidity option for large shareholders, potentially impacting the pool of funds available for other repurchases.
• Management/Employees: The close affiliation between the Issuer's management (employees of BAM) and the major shareholder (Brookfield) ensures alignment but also centralizes influence.
• Creditors: Strong institutional backing from Brookfield could be viewed positively by creditors, indicating financial stability.

Next Steps

• Reporting Persons may review, reconsider, and change their investment position in the Issuer.
• Reporting Persons may seek to sell or acquire additional securities of the Issuer.
• The Adviser may elect to continue receiving management and performance fees in Shares.
• BUSI II-C, BIM, and the Adviser may continue to receive distributions in Shares pursuant to the DRIP.

Key Dates

Recommendation

The filing is an amendment to a Schedule 13D, primarily updating beneficial ownership and adding a new reporting entity within the Brookfield structure. It reinforces Brookfield's substantial and ongoing commitment to Brookfield Real Estate Income Trust Inc. through various agreements (Advisory, Repurchase, DRIP). This deep institutional backing and alignment of interests are generally positive for long-term stability. However, the filing does not contain new material information that would fundamentally alter the investment thesis or warrant a change from a 'hold' position, as the core relationships and ownership structure were previously disclosed. Investors should continue to monitor the Issuer's operational performance and broader real estate market trends.

Keywords

Brookfield Real Estate Income Trust, Schedule 13D, Beneficial Ownership, Real Estate Investment Trust, REIT, Brookfield Corporation, Oaktree, Asset Management, SEC Filing, Shareholder Stake, Corporate Governance