FORM 4
☐
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
| | |
| 1. Name and Address of Reporting Person * Brookfield Asset Management Ltd. | 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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
| ||
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|
1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 2/20/2026 | J(1) | 105,895 | A | $10.3778 (1) | 426,650.841 | I | Held by Brookfield REIT Adviser LLC (2)(3)(4) | ||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Brookfield Asset Management Ltd. 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 | X | ||||
| BROOKFIELD Corp /ON/ BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 | X | ||||
| Brookfield Asset Management ULC BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 | X | ||||
| Brookfield US Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO, A6 M5J 2T3 | X | ||||
| Brookfield US Inc. 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 | X | ||||
| Brookfield Property Master Holdings LLC 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 | X | ||||
| Brookfield Property Group LLC 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 | X | ||||
| Brookfield REIT Adviser LLC 250 VESEY STREET, 15TH FLOOR NEW YORK, NY 10281 | X | ||||
| Signatures | ||
| Brookfield REIT Adviser LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield Property Group LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield Property Master Holdings LLC, By: /s/ Michelle Campbell, Name: Michelle Campbell, Title: Attorney-in-Fact | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield US Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield US Holdings Inc., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Vice President & Secretary | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield Asset Management ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Vice President & Secretary | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield Asset Management Ltd., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director, Legal & Regulatory and Corporate Secretary | 2/24/2026 | |
| **Signature of Reporting Person | Date | |
| Brookfield Corporation, By: /s/ Swati Mandava, Name: Swati Mandava, Title: Managing Director, Legal & Regulatory | 2/24/2026 | |
| **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 control number. | |