UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Blackstone Real Estate Income Trust, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

2020 PROXY STATEMENT Blackstone Real Estate Income Trust BREIT Real Estate Income Trust

Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

New York, New York 10154

Dear Stockholders:

You are cordially invited to attendparticipate in the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) of Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), which will be held as a “virtual meeting” via live webcast on June 28, 2022 at 9:008:30 a.m., Eastern Daylight Time, on Wednesday, June 17, 2020, at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017.Time. At the Annual Meeting, stockholders will be asked to consider and vote upon:

Details concerning those matters to come before stockholders at the Annual Meeting are described in this Proxy Statement.

For the 20202022 Annual Meeting, the Company will make a charitable donation for every stockholder that votes. This year, we will make contributionsvotes to the Navy SEAL Foundation. The Navy SEAL Foundation is anon-profit organization that provides support and assistance to the Naval Special Warfare community and its families. The Navy SEAL Foundation provides a comprehensive set of programs specifically designed to improve health and welfare, build and enhance resiliency, empower and educate families and provide critical support during times of illness, injury, loss and transition.

Management and the Board of Directors unanimously recommend that you vote FOR all nominees for directors listed in the Proxy Statement and FOR the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020.2022.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attendparticipate at the meeting,Annual Meeting, we urge you to complete a proxy as promptly as possible — by Internet, telephone or mail — so that your shares will be voted at the Annual Meeting. This will not limit your right to vote in person or to attendparticipate at the meeting.Annual Meeting.

On behalf of the Board of Directors and management, I thank you for your continuing support.

Sincerely,

/s/ Frank Cohen                    

Frank Cohen

Chairman of the Board and Chief Executive Officer

April 6, 202013, 2022

Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

New York, New York 10154

Notice of 20202022 Annual Meeting of

Stockholders and Proxy Statement

Table of Contents

The words “Blackstone Real Estate Income Trust,” “BREIT,” “we,” “our,” “us,” and the “Company” refer to Blackstone Real Estate Income Trust, Inc., together with its consolidated subsidiaries, including BREIT Operating Partnership L.P. (the “Operating Partnership”), a Delaware limited partnership of which we are the general partner, unless the context requires otherwise. The terms “BX REIT Advisors” and the “Adviser” each refer to BX REIT Advisors L.L.C., our adviser. The Adviser is part of the real estate group (“Blackstone Real Estate”) of Blackstone Inc. (formerly, The Blackstone Group Inc. (together, and together with its affiliates, “Blackstone”), a leading global investment manager. Blackstone Real Estate serves as our sponsor.

Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement

Proposal 1 — Election of Directors

There are currently sevennine members of the Board of Directors. On March 12, 2020,9, 2022, the Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, unanimously nominated the sevennine directors listed below forre-election to the Board of Directors at the Annual Meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board of Directors, unless the Board of Directors acts to reduce the size of the Board of Directors in accordance with our bylaws. The Board of Directors has no reason to believe that any such nominees will be unable or unwilling to serve.

Nominees for Election as Directors

The names, ages as of April 1, 2022 and existing positions with us of the nominees are as follows:

The name, principal occupation for the last five years, selected biographical information and the period of service as our director of each of the nominees are set forth below.

VOTING RECOMMENDATION

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The Board of Directors and Committees

Our business is managed by our Adviser, subject to the oversight and direction of our Board of Directors. Our Board of Directors has sevennine members and is currently composed of Messrs. Cohen, Agarwal, Kim, Beier, Gilchrist, Griffith and Lewis and Mrs. LePatner.Mmes. LePatner and Carras.

Director Independence

Our Corporate Governance Guidelines and committee charters require a majority of the members of our Board of Directors, and all members of our Audit Committee, Affiliate Transaction Committee, Compensation Committee and the Nominating and Corporate Governance Committee, to be “independent” directors in accordance with the criteria in our charter, bylaws, the applicable rules of the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (“NYSE”). Based upon its review, our Board of Directors has affirmatively determined that each of Messrs. Beier, Gilchrist, Griffith and Lewis and Ms. Carras are “independent” members of our Board of Directors under all applicable standards for independence, including with respect to committee service on our Audit Committee, Affiliate Transaction Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Our charter provides that a majority of our directors must be independent directors, except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of a successor independent director. Our charter defines an independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with Blackstone Real Estate or our Adviser. APursuant to our charter and the policy adopted by our Board of Directors with respect to certain charter provisions, a director is deemed to be associated with Blackstone Real Estate or our Adviser if he or she owns any interest (other than ownership of an interest in us or an immaterial interest in an affiliatethat was (a) divested before the later of us)July 31, 2019 and appointment to our Board of Directors and (b) de minimis relative to its owner’s net worth) in, is employed by, is an officer or director of, or has any material business or professional relationship with Blackstone Real Estate, our Adviser or any of their affiliates, performs services (other than as a director) for us, or serves as a director or trustee for more than three REITs sponsored by Blackstone Real Estate or advised by our Adviser. A business or professional relationship will be deemed material per se if the gross income derived by the director from Blackstone Real Estate, the Adviser or any of their affiliates exceeds 5% of (1) the director’s annual gross income derived from all sources during either of the last two years or (2) the director’s net worth on a fair market value basis. An indirect association is defined to include circumstances in which the director’s spouse, parents, children, siblings, mothers- orfathers-in-law, sons- ordaughters-in-law or brothers- orsisters-in-law is or has been associated with Blackstone Real Estate, our Adviser or any of their affiliates or us.

Board of Directors Composition

The Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow it to satisfy its oversight responsibilities effectively. In that regard, the Nominating and Corporate Governance Committee is responsible for recommending candidates for directorships to be elected at each annual meeting or to fill vacancies or newly created directorships that occur between meetings. Only independent directors may nominate replacements for vacancies in the independent director positions. In identifying candidates, the Nominating and Corporate Governance Committee will review all nominees for director in accordance with the requirements and qualifications contained in the Company’s Corporate Governance Guidelines and recommend that the Board of Directors select those nominees whose attributes the Nominating and Corporate Governance Committee believes would be most beneficial to us. In identifying candidates for membership on the Board of Directors, the Nominating and Corporate Governance Committee takes into account (i) minimum individual qualifications, such as personal integrity and moral character, willingness to apply sound business judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board of Directors and (ii) any other factors it considers appropriate. While our Corporate Governance Guidelines do not include an express diversity policy, one factor that the Board of Directors and Nominating and Corporate Governance Committee consider is the importance to the Company of racial and gender diversity in board composition. The Board of Directors and Nominating and Corporate Governance Committee also consider candidates’ diversity of experiences.

Director nominees may be nominated by our stockholders in accordance with the advance notice requirements contained in our bylaws. See “Stockholder Proposals for the 20212023 Annual Meeting” for more information regarding the advance notice requirements contained in our bylaws. Our Board of Directors also will consider recommendations made by our stockholders. See “Corporate Governance — Governance—Stockholder Nominations and Communications Policy” for more information with respect to the consideration of candidates recommended by stockholders for election as directors.

Our Board of Directors currently has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Affiliate Transaction Committee. The current written charters for each of these committees are available on our website,www.breit.com, under the “About BREIT — Governance” tab..

Audit Committee

The Audit Committee is currently composed of Messrs. Beier, Gilchrist and Lewis and Ms. Carras, with Mr. Beier serving as the committee’s chairperson. All Audit Committee members are “independent,” consistent with the qualifications set forth in the listing standards

accomplishments and business reputation of director candidates. The Nominating and Corporate Governance Committee will assess candidates’ qualifications based on the following minimum criteria, which may be modified from time to time by the Nominating and Corporate Governance Committee:

management. Members of our Board of Directors keep informed of our business by participating in meetings of our Board of Directors and its committees, by reviewing analyses, reports and other materials provided to them by and through discussions with our Adviser and our executive officers.

In connection with their oversight of risks to our business, our Board of Directors and the Audit Committee consider feedback from our Adviser concerning the risks related to our business, operations and strategies. The Audit Committee also assists the Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The Affiliate Transaction Committee manages risks associated

Environmental, Social Responsibilityand Governance

BREIT is anon-exchangenon-listed, traded, perpetual-life real estate investment trustprogram that invests primarily in stabilized income-generating U.S. commercial real estate acrossin the key property types and toUnited States. To a lesser extent, BREIT invests outside the U.S. and in real estate debt. As an externally managed company, BREIT’s day-to-day operations are managed by our Adviser and our executive officers under the oversight of our Board of Directors. Our executive officers are senior Blackstone Real Estate professionals and our Adviser is a subsidiary of Blackstone and part of Blackstone’s real estate business.

Employee Affinity Networks

Employee Training and Development

Environmental

Portfolio Company Sustainability

Sponsor Compliance with Environmental Regulations

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Brian Kim, our Head of Acquisitions and Capital Markets and also a Senior Managing Director of Blackstone Real Estate, is a valuable member of our Board of Directors because of his extensive real estate and investment experience, his history with Blackstone and his leadership within the Company.

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Raymond J. Beier, a former partner in the financial services practice at PricewaterhouseCoopers LLC, is a valuable member of our Board of Directors because of his extensive experience with accounting and financial reporting matters, especially relating to mergers, acquisitions and corporate finance transactions.

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Susan Carras, a Senior Managing Director in the Washington, DC office of JLL Capital Markets, is a valuable member of our Board of Directors because of her significant experience in the real estate industry.

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Richard I. Gilchrist, a former Senior Advisor for acquisitions and investments at The Irvine Company, a privately-held real estate investment company, is a valuable member of our Board of Directors and has a unique insight into our investment activities because of his extensive experience in the real estate industry, including having served as an executive officer of several REITs, his knowledge and experience in internal and external risk oversight, and his experience as a member of the board of directors of three public REITs during his career, giving him unique insight into our investment activities.REITs.

Investment Thesis and Asset Management

Executive and Senior Officers

The following table sets forth the positions, ages as of April 1, 20202022 and selected biographical information for our executive officers. Messrs. Cohen’s, Agarwal’s and Agarwal’sKim’s and Mrs. LePatner’s biographical information is provided in the section of this Proxy Statement entitled “Proposal 1 — Election of Directors.”

Compensation of Directors and

Executive Officers

Executive Officer Compensation

We are externally managed and currently have no employees.employees other than the employees that are employed by certain of our portfolio entities, and none of whom are executive officers of the Company or are involved in the management of the Company. Our executive officers serve as officers of the Adviser and are employees of the Adviser or one or more of its affiliates. Our Advisory Agreement provides that the Adviser is responsible for managing our investment activities. Our executive officers do not receive any compensation from us or any of our subsidiaries for serving as our executive officers but, instead, receive compensation from Blackstone. In addition, we do not reimburse the Adviser for compensation it pays to our executive officers. The Advisory Agreement does not require our executive officers to dedicate a specific amount of time to fulfilling the Adviser’s obligations to us under the Advisory Agreement. Accordingly, the Adviser has informed us that it cannot identify the portion of the compensation it awards to our executive officers that relates solely to such executives’ services to us, as the Adviser does not compensate its employees specifically for such services. Furthermore, we do not have employment agreements with our executive officers, we do not provide pension or retirement benefits, perquisites or other personal benefits to our executive officers, our executive officers have not received any nonqualified deferred compensation and we do not have arrangements to make payments to our executive officers upon their termination or in the event of a change in control of us.

Although we do not pay our executive officers any compensation, we pay the Adviser the fees described under the heading “Transactions with Related Persons and Certain Control Persons — Our Relationship with Our Adviser and Blackstone — Advisory Agreement.”

Non-Employee Director Compensation

Ournon-employee directors receive an annual retainer of $165,000. Each chairperson$225,000, consisting of $80,000 cash and a committee$145,000 grant of restricted stock. Additionally, the Board of Directors other than the Audit Committee receives an additional annual retainer of $10,000. The Audit Committee chairperson receives an additional annual retainer of $15,000. On$15,000 and each chairperson of our other committees receives an annual basis, $100,000 is paid in the formadditional retainer of an$10,000. The annual grant of restricted stock is based on the then-current per share transaction price of our Class I shares (“Class I”) at the time of grant and the remaining amount is paid in cash. Restricted stock grants will generally vestvests one year from the date of grant.

We do not pay our directors additional fees for attending board or committee meetings. All directors are reimbursed for reasonableout-of-pocket expenses incurred in attending board and committee meetings (including, but not limited to, airfare, hotel and food). Our directors who are affiliated with the Adviser or Blackstone do not receive additional compensation for serving on the Board of Directors or committees thereof.

Non-Employee Director Stock Ownership Policy

In March 2021, the Board of Directors adopted a stock ownership policy for our non-employee directors in order to better align our non-employee directors’ financial interests with those of our stockholders by requiring such directors to own a minimum level of our stock. Each of our non-employee directors (other than a non-employee director who is affiliated with the Adviser that meets the ownership requirements for a non-employee director) is required to own shares in an amount equal to five times his or her annual cash retainer within five years of becoming subject to the policy. All of our non-employee directors are in compliance with the stock ownership policy.

The following table sets forth the compensation earned by or paid to our directors for the fiscal year ended December 31, 2019:2021:

Transactions with Related Persons and Certain Control Persons

The following describes all transactions during the fiscal year ended December 31, 20192021 and currently proposed transactions involving us, our directors, our Adviser, Blackstone and any affiliate thereof.

Our Relationship with Our Adviser and Blackstone

We are externally managed by our Adviser, BX REIT Advisors L.L.C., a Delaware limited liability company, which is responsible for sourcing, evaluating and monitoring our investment opportunities and making decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our Board of Directors. The Adviser is part of Blackstone Real Estate, which serves as our sponsor. All of our officers and directors, other than the independent directors, are employees of Blackstone. We have and will continue to have certain relationships with the Adviser and its affiliates.

Advisory Agreement

We are managed and advised by the Adviser pursuant to the Advisory Agreement that first became effective August 31, 2016; however, we did not commence active operations until January 1, 2017, when we had satisfied the minimum offering requirement in our initial public offering and our Board of Directors had authorized the release of proceeds from escrow to us.

Pursuant to the Advisory Agreement and subject to the supervision of our Board of Directors, the Adviser is responsible for, among other things:

The above summary is provided to illustrate the material functions that the Adviser performs for us and it is not intended to include all of the services that may be provided to us by the Adviser or third parties.

Management Fee

As compensation for its services provided pursuant to the Advisory Agreement, we pay the Adviser a management fee of 1.25% of our monthly net asset value as determined pursuant to our valuation policies (“NAV”) per annum, payable monthly. Additionally, to the extent that our Operating Partnership issues Operating Partnership units to parties other than us, our Operating Partnership will pay the Adviser a management fee equal to 1.25% of the NAV of the Operating Partnership attributable to such Operating Partnership units not held by us per annum payable monthly. In calculating our management fee, we use our NAV before giving effect to accruals for the management fee, the performance participation allocation described below, stockholder servicing fees or distributions payable on our shares. The management fee can be paid in cash, Class I shares or Class I units of our Operating Partnership at the Adviser’s election.

To date, the Adviser has received the management fee in Class I shares. During the fiscal year ended December 31, 2019,2021, the Adviser was issued 8,424,26330,132,861 Class I shares as payment for $94.2$388.7 million of management fees. We issued the AdvisorAdviser an

additional 1,211,8703,958,548 Class I shares as payment of an additional $13.9$56.6 million of management fees accrued as of December 31, 2019.2021. During the fiscal year ended December 31, 2019,2021, the Adviser redeemed 10,297,77725,199,895 Class I shares with a total value of $114.8$321.4 million issued as payment for management fees.

distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay the Operating Partnership the remaining Quarterly Shortfall Obligation in cash.

Distributions on the performance participation interest may be payable in cash, Class I units or Class IB units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Operating Partnership units, the Special Limited Partner may request the Operating Partnership to repurchase such Operating Partnership units from the Special Limited Partner at a later date. Any such repurchase requests will not be subject to the Early Repurchase Deduction but will be subject to the same repurchase limits that exist under our share repurchase plan. The Operating Partnership will repurchase any such Operating Partnership units for cash unless our Board of Directors determines that any such repurchase for cash would be prohibited by applicable law or our charter,the Operating Partnership’s operating agreement, in which case such Operating Partnership units will be repurchased for shares of our common stock with an equivalent aggregate NAV.

During the fiscal year endedOn December 31, 2019, the Special Limited Partner earned a performance participation interest of $141.42021, we issued 96.4 million which amount was paidClass I units in our Operating Partnership to the Special Limited Partner as payment of the 2021 performance participation allocation. Such units were issued at the NAV per unit as of December 31, 2021. Subsequently, 55.2 million Class I units in the formour Operating Partnership were exchanged for 55.2 million unregistered Class I shares.

In January 2022, 4.7 million of such Class I units were exchanged for 4.7 million Class B units, 37.8 million of such Class I shares and 1.9 million of such Class I units were redeemed for $566.6 million, and 9.0 million of such units were exchanged for 9.0 million unregistered Class I shares.

In January 2021, we issued approximately 11.715.5 million Class I units and 0.71.1 million Class B units ofin our Operating Partnership effective January 1, 2020. During the fiscal year ended December 31, 2019,to the Special Limited Partner redeemed 2,826,849as payment for the 2020 performance participation allocation. Such Class I shares with a valueunits were issued at the NAV per unit as of $31.1December 31, 2020. Subsequent to the Class I units and Class B units being issued, 9.7 million issuedof such units were redeemed for the performance participation interest.

bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and expense reimbursements for customary travel, lodging, and meals,actual costs incurred by employees of Blackstone Securities Partners L.P., an affiliate of our Adviser (the “Dealer Manager”), in the performance of wholesaling activities, but excluding upfront selling commissions, dealer manager fees and the stockholder servicing fee) as and when incurred. The Adviser currently pays wholesaling compensation expenses and certain related expenses of persons associated with the Dealer Manager without reimbursement from us. After the termination of a primary offering and again after termination of an offering under our distribution reinvestment plan, the Adviser has agreed to reimburse us to the extent that the organization and offering expenses that we incur exceed 15% of our gross proceeds from the applicable offering.

During the fiscal year ended December 31, 2019,2021, we reimbursed the Adviser $2.0 million for such expenses incurred on our behalf.

Term and Termination Rights under the Advisory Agreement

Our Advisory Agreement was most recently renewed on March 12, 20209, 2022 and has aone-year term expiring March 31, 2021,2023, subject to further renewals by our Board of Directors for an unlimited number of successiveone-year periods. The Advisory Agreement may be terminated (1) immediately by us (i) for “cause,” (ii) upon the bankruptcy of the Adviser or (iii) upon a material breach of the Advisory Agreement by the Adviser, (2) upon 60 days’ written notice by us without cause or penalty upon the vote of a majority of our independent directors or (3) upon 60 days’ written notice by the Adviser. “Cause” is defined in the Advisory Agreement to mean fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Adviser under the Advisory Agreement.

In the event the Advisory Agreement is terminated, the Adviser will be entitled to receive its prorated management fee through the date of termination. In addition, upon the termination or expiration of the Advisory Agreement, the Adviser will cooperate with us and take all reasonable steps requested to assist our Board of Directors in making an orderly transition of the advisory function.

Reimbursement by the Adviser

The Adviser will reimburse us for any expenses that cause our “total operating expenses” in any four consecutive fiscal quarters to exceed the greater of: (1) 2% of our “average invested assets” and (2) 25% of our “net income”.

Independent Directors’ Review of Compensation

Our independent directors evaluate at least annually whether the compensation that we contract to pay to the Adviser is reasonable in relation to the nature and quality of services performed and that such compensation is within the limits prescribed by our charter. Our independent directors supervise the performance of the Adviser and the compensation we pay to it to determine that the provisions of the Advisory Agreement are being carried out. This evaluation is based on the factors set forth below, as well as any other factors deemed relevant by the independent directors:

In addition to the management fee, performance participation and expense reimbursements, we have agreed to indemnify and hold harmless the Adviser and its affiliates performing certain services for us from specific claims and liabilities arising out of the performance of their obligations under the Advisory Agreement, subject to certain limitations.

Dealer Manager Agreement

We entered into a Dealer Manager Agreement with Blackstone Advisory Partners L.P., an affiliate of our Adviser (the “Dealer Manager”),the Dealer Manager, in connection with the Offering, pursuant to which the Dealer Manager agreed to, among other things, manage our relationships with third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of shares of our common stock, which we refer to as “participating broker-dealers,” and financial advisors. The Dealer Manager serves as the dealer manager for the Offering. The Dealer Manager also coordinates our marketing and distribution efforts with participating

shares, however, with respect to Class T shares sold through certain participating broker-dealers, the advisorrepresentative stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares, (ii) with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares and (iii) with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D shares. We will not pay a stockholder servicing fee with respect to our outstanding Class I shares.

The stockholder servicing fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers, and will waive or rebate stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. The stockholder servicing fees with respect to Class T shares, Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, including shares issued under our distribution reinvestment plan.

We will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held by such stockholder within such account would exceed, in the aggregate, 8.75% (or, in the case of Class T shares sold through certain participating broker-dealers, a lower limit as set forth in the applicable agreement between the Dealer Manager and a participating broker-dealer at the time such Class T shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan with respect thereto). At the end of such month, such Class T share, Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), each with an equivalent aggregate NAV as such shares.

In addition, we will cease paying the stockholder servicing fee on the Class T shares, Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of the registered offering in which such shares were sold on which, in the aggregate, underwriting compensation from all sources in connection with such offering, including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds from such primary offering.

During the fiscal year ended December 31, 2019,2021, we paid $37.6$118.8 million in stockholder servicing fees to the Dealer Manager. As described above, the Dealer Manager reallowed (paid) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers.

including any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with Blackstone or its affiliates side-by-side or additional general partner investments with respect thereto) (“Other Blackstone Accounts (defined below)Accounts”) are and will be counterparties or participants in agreements, transactions and other arrangements with us for the provision of goods and services, purchase and sale of assets and other matters. In addition, certain of our portfolio entities may be counterparties or participants in agreements, transactions and other arrangements with Other Blackstone Accounts for the provision of goods and services, purchase and sale of assets and other matters. These agreements, transactions and other arrangements will involve payment of fees and other amounts, none of which will result in any offset to the management fees we pay to the Adviser notwithstanding that some of the services provided by such portfolio entity are similar in nature to the services provided by the Adviser. Generally, we may engage Blackstone-affiliated portfolio entities or allow our portfolio entities to be engaged by Blackstone-affiliated entities only if a majority of our Board of Directors, and a majority of the Affiliate Transaction Committee (which is composedcomprised of each of our independent directors), not otherwise interested in the transaction approve the transaction as being fair and reasonable to us and on terms and conditions no less favorable to us than those available from unaffiliated third parties.us.

We compensate these service providers and vendors owned by the Other Blackstone Accounts for services rendered to us, including through promote or other incentive-based compensation payable to their management teams and other related parties. The incentive-based compensation paid with respect to a portfolio entity or property will vary from the incentive based compensation paid with respect to other portfolio entities and properties; as a result the management team or other related parties may have greater incentives with respect to certain properties and portfolio entities relative to others, and the performance of certain properties and portfolio entities may provide incentives to retain management that also service other properties and portfolio entities. ServiceSuch service providers and vendors owned by Other Blackstone Accounts may charge us for certain goods and services at rates generally consistent with those available in the market for similar goods and services. The discussion regarding the determination of market rates below applies equally in respect of the fees and expenses of the portfolio entity service providers, if charged at rates generally consistent with those available in the market. Such service providers and vendors owned by Other Blackstone Accounts may also pass through expenses for other services on a cost reimbursement,no-profit or break-even basis, in which case the service provider allocates costs and expenses directly associated with work performed for our benefit to us, along with any related tax costs and an allocation of the service provider’s overhead, including any of the following: salaries, wages, benefits and travel expenses; marketing and advertising fees and expenses; legal, accounting and other professional fees and disbursements; office space and equipment; insurance premiums; technology expenditures, including hardware and software costs; costs to engage recruitment firms to hire employees; technology expenditures, including hardware and software costs; costs to engage recruitment firms to hire employees; diligence expenses;one-time costs, including costs related tobuilding-out and winding-down a portfolio property; taxes; and other operating and capital expenditures. Any of the foregoing costs, although allocated in a particular period, will, in certain circumstances, relate to activities occurring outside the period, and therefore we could pay more than itsour pro rata portion of fees for services. The allocation of overhead among the entities and assets to which services are provided maycan be expected to be based on any of a number of different methodologies, including, without limitation, “cost” basis as described above, “time-allocation” basis, “per unit” basis, “per square footage” basis or “fixed percentage” basis. There can be no assurance that a different manner of allocation would result in our bearing less or more costs and expenses. A service provider may subcontract certain of its responsibilities to other portfolio entities. In such circumstances, the relevant subcontractor could invoice the portfolio entity for fees (or in the case of a cost reimbursement arrangement, for allocable costs and expenses) in respect of the services provided by the subcontractor. The portfolio entity, if charging on a cost reimbursement,no-profit or break-even basis, would in turn allocate those costs and expenses as it allocates other fees and expenses as described above.

counterparties are affiliated or unaffiliated with Blackstone) from time to time whereby such counterparty will, in certain circumstances, charge lower rates (or no fee) or provide discounts or rebates for such counterparty’s products or services depending on the volume of transactions in the aggregate or other factors.

We have engaged BRE Hotels & Resorts LLC (“BRE”) for certain of our hotel properties, Equity Office Management, L.L.C. (“EOM”) for certain of our office properties, LivCor, LLC (“LivCor”) for certain of our multifamilyresidential properties, and ShopCore Properties TRS Management LLC (“ShopCore”) for certain of our retail properties. Beginning March 2019, we engagedproperties, Link Industrial Properties Holdco LLC (“Link”) to provide the services that Gateway Industrial Properties L.L.C. (“Gateway”) had previously provided tofor certain of our industrial properties and Longview Senior Housing Advisors, LLC (“Longview”) for certain of our senior living residential properties. Each of these companies is a portfolio company controlled or owned by Blackstone-advised funds.

We have engaged Revantage Corporate Services, LLC (“Revantage”), a portfolio company owned by a Blackstone-advised fund,investment vehicles, to provide, as applicable, corporate support services (including, without limitation, accounting, legal, tax, treasury, as applicable)valuation services, information technology and data management), and transaction support services to certain of the Company’s investments directly.services.

The Company issued incentive compensation awards to certain employees of the portfolio company service providers described above that entitlesentitle them to receive an allocation of total return over a certain hurdle amount, as determined by the Company. Neither Blackstone nor the Adviser receives any fees or incentive payments from agreements between the Company and such portfolio companies or their management teams. The 2021 portfolio company incentive compensation awards of $14.7$49.6 million crystallizedbecame payable on December 31, 20192021 and in January 2020,2022, the Company issued approximately 1.33.5 million restricted Class I units in the Operating Partnership to certain employees of such companies in satisfaction of such awards.its affiliated portfolio companies.

The following table details the other amounts incurred for such providers during the year ended December 31, 20192021 ($ in thousands):

Blackstone-Affiliated Service Providers

In addition to the service providers (including portfolio entity service providers) and vendors described above, we will engage in transactions with one or more businesses that are owned or controlled by Blackstone directly, not through one of its funds,

The Adviser and its affiliates will make determinations of market rates (i.e., rates that fall within a range that the Adviser and its affiliates has determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms) based on its consideration of a number of factors, which are generally expected to include the experience of the Adviser and its affiliates withnon-affiliated service providers as well as benchmarking data and other methodologies determined by the Adviser and its affiliates to be appropriate under the circumstances. In respect of benchmarking, while Blackstone often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by Blackstone affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services (e.g., within property management services, different assets may receive different property management services). In addition, benchmarking data is based on general market and broad industry overviews, rather than determined on an asset by asset basis. As a result, benchmarking data does not take into account specific characteristics of individual assets then owned or to be acquired (such as location or size), or the particular characteristics of services provided. For these reasons, such market comparisons may not result in precise market terms for comparable services. Expenses to obtain benchmarking data will be borne by us or by Other Blackstone Accounts and will not offset the management fee we pay to the Adviser. Finally, in certain circumstances third-party benchmarking may be considered unnecessary, including because the price for a particular good or service is mandated by law (e.g., title insurance in rate regulated states). Some of the services performed by Blackstone-affiliated service providers could also be performed by our sponsor from time to time and vice versa. Fees paid by us to Blackstone-affiliated service providers do not offset or reduce the management fee we pay to the Adviser and are not otherwise shared with us.

Lexington National Land Services (“LNLS”) is a Blackstone affiliate that (i) acts as a title agent in facilitating and issuing title insurance, (ii) provides title support services for title insurance underwriters and (iii) acts as escrow agent in connection with investments by us, Other Blackstone Accounts and their affiliates and related parties, and third parties. In exchange for such services LNLS earns fees, which would have otherwise been paid to third parties. Blackstone receives distributions from LNLS in connection with investments by us based on its equity interest in LNLS. In each case, there will be no related offset to the Company. As a result, while Blackstone believes the venture will provide services equal to those provided by third parties (even in jurisdictions where insurance rates are regulated), there is an inherent conflict of interest that would incentivize Blackstone to engage LNLS over a third party. During the fiscal year ended December 31, 2019,2021, we paid LNLS $14.8$25.7 million for title services related to 4354 investments.

On July 28, 2020, we became a member of a captive insurance company owned by us and other funds and accounts managed by Blackstone. A Blackstone affiliate provides oversight and management services to the captive and receives fees based on a percentage of premiums retained by it. The fees and expenses of the captive, including fees paid to its manager, are borne by the Company and the other Blackstone-managed funds and accounts pro rata based on estimates of insurance premiums that would have been payable for each party’s respective properties, as benchmarked by third parties, and will be paid by each participant annually.

During the year ended December 31, 2021, we contributed capital to the captive in an amount equal to $57.1 million for insurance premiums and our pro rata share of other expenses. Of this amount, $1.0 million was attributable to the fee paid to a Blackstone affiliate to provide oversight and management services. The capital contributed and fees paid to the captive are in place of insurance premiums and fees previously paid to third parties.

Internal Audit Services

During the year ended December 31, 2019,2021, we engaged an affiliate of our Adviser to perform certain internal audit and compliance functions. As of December 31, 2019,2021, we had incurred $40,000 of fees for such services.

Credit Agreement with Blackstone

On January 23, 2017, we entered intoWe are party to an unsecured, uncommitted line of credit up to a maximum amount of $250$75.0 million with Blackstone Holdings Finance Co. L.L.C. (“Lender”), an affiliate of Blackstone. On January 15, 2020, we gave notice to the Lender to reduce the maximum amount available under the line of credit to $150 million. The line of credit expires on January 22, 2021, subject to aone-year extension option requiring Lender approval.2023. The interest rate is the then-current rate offered by a third-party lender, or, if no such rate is available, LIBOR plus 2.50%. Each advance under the line of credit is repayable on the earliest of (i) the expiration of the line of credit, (ii) Lender’s demand and (iii) the date on which the Adviser no longer acts as our adviser, provided that we will have 180 days to make such repayment in the cases of clauses (i) and (ii) and 45 days to make such repayment in the case of clause (iii). To the extent that we have not repaid all loans and other obligations under the line of credit after a repayment event has occurred, we are obligated to apply the net cash proceeds from our ongoing public offering and any sale or other disposition of assets to the repayment of such loans and other obligations; provided that we will be permitted to

structure related to such CMBS. For the year ended December 31, 2019,2021, we purchased $667.2 million$1.8 billion of such CMBS and recorded interest income of $60.6$105.4 million related to our investments in such CMBS. For the year ended December 31, 2021, we sold $0.4 billion of such CMBS.

As of December 31, 2019, we acquired2021, our investments in real estate debt included loans with a $134.1 milliontotal fair value of $0.6 billion collateralized by properties owned by Blackstone-advised investment vehicles. Each investment in such loans by Blackstone and its affiliates (including us) represented a minority participation in a mezzanine loan that was originatedany individual loan. We acquired our minority interests from either third-party investors in the secondary market or from third-party investment banks on market terms negotiated by athe majority third-party lender, with another Blackstone-advised investment vehicle as the borrower. Weinvestors. Blackstone and its affiliates (including us) will forgoall non-economic rights under the loan, includingrights (including voting rights, sorights) in such loans as long as the Blackstone-advised investment vehicles either own the properties collateralizing, loans underlying, or have an interest in a different part of the capital structure related to such properties. For the year ended December 31, 2021, we purchased $0.1 billion of such loans and recorded losses of $11.6 million related to our investments in such loans.

Real Estate Transactions

In September 2021, we agreed to participate in a partnership alongside a third-party investor to acquire the real estate assets of The Cosmopolitan of Las Vegas (the “Cosmopolitan”) from a Blackstone Real Estate Partners (“BREP”) fund, a Blackstone-advised investment vehicle, controls the borrower.for $4.025 billion, excluding transaction costs. The mezzanine loan terms werepurchase was negotiated by the third-party investor as part of a marketed sale process and we are acquiring our majority interest on the same terms. In February 2022, we agreed to participate in a partnership alongside other Blackstone-advised investment vehicles as well as third party without our involvement and our minorityinstitutional investors to acquire Europe’s largest last mile logistics company (“Mileway”) from BREP funds for a gross purchase price of €21 billion; we will acquire a 15% interest in the mezzanine loanpartnership. Both transactions are expected to close in the second quarter of 2022.

Since January 1, 2021, we have also entered into seven joint ventures with Blackstone-advised investment vehicles to acquire real estate investments. The aggregate value of our equity in such investments was made on such market terms.$2.5 billion as of December 31, 2021 and our ownership percentages in these investments range from 7.9% to 35.7%.

Indemnification Agreements with Directors and Officers

We have entered into indemnification agreements with each of our directors and officers. We refer to such indemnification agreements as “Indemnification Agreements” and our directors and officers party thereto as “Indemnitees.” The Indemnification Agreements provide that we will, subject to certain limitations and exceptions, indemnify, to the fullest extent permitted under Maryland law, and advance expenses to, each Indemnitee, in connection with (among other things) the Indemnitee’s capacity as a director, officer, employee or agent of the Company. This obligation includes, subject to certain terms and conditions, indemnification for any expenses (including reasonable attorneys’ fees), judgments, fines, penalties and settlement amounts actually and reasonably incurred by the Indemnitee in connection with any threatened or pending action, suit or proceeding. In certain instances, we may be required to advance such expenses, in which case the Indemnitee will be obligated to reimburse us for the amounts advanced if it is later determined that the Indemnitee is not entitled to indemnification for such expenses.

Conflicts of Interest with the Adviser and its Affiliates

We are subject to conflicts of interest arising out of our relationship with Blackstone, including the Adviser and its affiliates. Blackstone has threefour directors that serve on our Board of Directors (one of whom serves as Chairman of our Board of Directors), and our Chief Executive Officer, Chief Financial Officer, and our other executive officers are also executives of Blackstone Real Estate and/or one or more of its affiliates. We have adoptedThere is no guarantee that the policies and procedures toadopted by us, the terms of our charter, the terms and conditions of the Advisory Agreement or the policies and procedures adopted by the Adviser, Blackstone and their affiliates, will enable us to identify, adequately address or mitigate these conflicts of interest. The terms ofNotwithstanding the foregoing, we believe our charter, the terms and conditions in our Advisory Agreementdirectors, officers, and the policies and procedures adopted byAdviser’s personnel will devote a sufficient amount of time to our Adviser, Blackstone andbusiness to fulfill their affiliates also enable usresponsibilities to identify, adequately address or mitigate these conflicts of interest.us. Transactions between us and the Adviser or its affiliates are subject to approval by our Affiliate Transaction Committee.

Some examples of conflicts of interest that may arise by virtue of our relationship with the Adviser and Blackstone Real Estate include:

With respect to Other Blackstone Accounts with investment objectives or guidelines that overlap with ours but that do not have priority over us (including the “PrivatePrivate Core+ Accounts,” which include an Other Blackstone Account that invests in “core+” real estate and real estate-related assets in the United States and Canada (which are generally substantially stabilized assets generating relatively stable cash flow), with a focus on office, multifamily, industrial and retail assets in major U.S. markets, together with future accounts with similar investment strategies)Accounts), investment opportunities are allocated among us and one or more Other Blackstone Accounts in accordance with Blackstone’sour sponsor’s prevailing policies and procedures on a basis that the Adviser and its affiliates believe to be fair and reasonable in their sole discretion, which is generallymay be pro rata based on relative available capital, subject to the following considerations: (i) consistency with any applicable investment objectives or focus of ours and such Other Blackstone Accounts (which, for us, includes our primary objective of providing attractive current income in the form of regular, stable cash distributions to achieve an attractive distribution yield)distributions), (ii) any investment limitations, parameters or contractual provisions of ours and such Other Blackstone Accounts (e.g., a joint venture investments between us and an Other Blackstone Account must be on the same terms and satisfy the restrictions of all participants, such as lowest leverage targeted by any participant)substantially similar terms), (iii) the sector, geography/location, expected return profile, expected distribution rates, anticipated cash flows, expected stability or volatility of cash flows, leverage profile, risk profile, and other features of the applicable investment opportunity and its impact on portfolio concentration and diversification (including, but not limited to, (A) allocations necessary for us or Other Blackstone Accounts to maintain a particular concentration in a certain type of investment (e.g., if an Other Blackstone Account follows a liquid strategy pursuant to which it sells a type of investment more or less frequently than us and we or such Other Blackstone Account needs a non pro rata additional allocation to maintain a particular concentration in that type of investment) and (B) whether a particular fund already has its desired exposure to the investment, sector, industry, geographic region or markets in question), (iv) maintaining structuring and financing flexibility for shared investments (which can result in sharing an investment opportunity equally to the extent each party has sufficient available capital to do so), (v) avoiding allocation that could result in de minimis or odd lot investments, or allocating to a single vehicle when investments are smaller in size and (v)(vi) legal, tax, accounting, regulatory and other considerations deemed relevant by the Adviser and its affiliates (including, without limitation, maintaining our qualification as a REIT and our status as anon-investment company exempt from the Investment Company Act of 1940, as amended (the “Investment Company Act”))Act). Our Board of Directors (including our independent directors) has the duty to ensure that the allocation methodology described above is applied fairly to us.

Currently, a Private Core+ Account investsAccounts invest in “core+” real estate and real estate-related assets in the United States and Canada (which are generally substantially stabilized assets generating relatively stable cash flow), with a focus on office, multifamily, industrial, retail and retaillife sciences assets in major cities and markets across the U.S. markets.and Canada. To the extent an investment satisfiesis determined by Blackstone to satisfy the investment objectives of us and the Private Core+ Accounts, on the same terms, including at the lower leverage targeted by the Private Core+ Accounts, such investment will be generally allocated in accordance with Blackstone’s prevailing policies and procedures described above (including maintaining our status as anon-investment company exempt from the Investment Company Act).above. Certain Other Blackstone Accounts also invest in real estate-related securitiesestate debt with investment objectives or guidelines that overlap with ours but do not have priority over us. To the extent an investment satisfiesis determined by Blackstone to satisfy the investment objectives of us and such

The Adviser and its affiliates calculate available capital, weigh the factors described above (which will not be weighted equally) and make other investment allocation decisions in accordance with their prevailing policies and procedures in their sole discretion, taking into account a variety of considerations, which may include, without limitation, net asset value, any actual or anticipated allocations, expected future fundraising and uses of capital, expected investor and other third-party co-investment allocation (i.e., when additional capital is raised alongside a private fund for a single investment) of Other Blackstone Accounts, applicable investment guidelines, excuse rights and investor preferences, any or all reserves, vehicle sizes and stage of investment operations (e.g., early in a vehicle’s investment operations, the vehicle may receive larger allocations than it otherwise would in connection with launching and ramping up), targeted amounts of securities as determined by the Adviser and its affiliates, geographic limitations and actual or anticipated capital needs or other than Select Opportunisticfactors determined by the Adviser and its affiliates. Preliminary investment allocation decisions will generally be made on or prior to the time we and such Other Blackstone Accounts have priority overcommit to make the investment (which in many cases is when the purchase agreement (or equivalent) in respect of such investment opportunity is signed), and are expected to be updated from time to time prior to the time of consummation of the investment (including after deposits are made thereon) due to changes in the factors that Blackstone considers in making investment allocations among us and Other Blackstone Accounts, including, for example, due to changes in available capital (including as a result of investor subscriptions or withdrawals, deployment of capital for other investments or a reassessment of reserves), changes in portfolio composition or changes in actual or expected investor or third-party co-investment allocation, in each case between the time of committing to make the investment and the actual funding of the investment. Such adjustments in investment allocations could be material, could result in a reduced or increased allocation being made available to us and there can be no assurance that we will not be adversely affected thereby. The manner in which our available capital is determined may differ from, or subsequently change with respect to, real estate investment opportunities.

AsOther Blackstone Accounts. The amounts and forms of December 31, 2019,leverage utilized for investments will also be determined by the Adviser and its affiliates in their sole discretion. Any differences or adjustments with respect to the manner in which available capital is determined with respect to us or Other Blackstone Accounts withmay adversely impact our allocation of particular investment objectivesopportunities. There is no assurance that any conflicts arising out of the foregoing will be resolved in our favor. Blackstone is entitled to amend its policies and procedures at any time without prior notice or guidelines that overlap with our primary strategy but that do not have priority over us (including the Private Core+ Accounts) that are in their investing stage had no unused capital commitments and Select Opportunistic Blackstone Accounts (which are Other Blackstone Accounts that receive priority over us and whose investment strategies are generally less similar to ours but can overlap to some extent) in their investing stage had approximately $16.7 billion of unused capital commitments.consent.

While the Adviser seekswill seek to manage potential conflicts of interest in a fair and reasonable manner (subject to the priority rightsany priorities of the Select OpportunisticOther Blackstone Accounts described above)Accounts) as required pursuant to our charter and the Advisory Agreement, the portfolio strategies employed by the Adviser, Blackstone or their affiliates in managing the Other Blackstone Accounts could conflict with the strategies employed by the Adviser in managing our business and may adversely affect the marketability, exit strategy, prices and availability of the real estateproperties, securities and real estate debtinstruments in which we invest. The Adviser, Blackstone or their affiliates may also give advice to the Other Blackstone Accounts that may differ from advice given to us even though their investment objectives or guidelines may be the same or similar to ours.

In addition, the policy provides that the Affiliate Transaction Committee, in connection with any approval or ratification of a related person transaction involving anon-employee director or director nominee, considers whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or“non-employee” director, as applicable, under our charter and our Corporate Governance Guidelines and our Code of Business Conduct and Ethics.

Proposal 2 — Ratification of Appointment

of Independent Registered Public

Accounting Firm

The Audit Committee has appointed the firm of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 20202022 and has directed that the appointment of such independent registered public accounting firm be submitted for ratification by our stockholders at the Annual Meeting. Deloitte also serves as the independent registered public accounting firm of Blackstone.

We have been advised by Deloitte that neither that firm nor any of its associates has any relationship with us or our subsidiaries other than the usual relationship that exists between an independent registered public accounting firm and its clients.

We expect that representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If the appointment of Deloitte is not ratified, our Board of Directors will reconsider the appointment.

Stockholder ratification of the appointment of Deloitte as our independent registered public accounting firm is not required by our charter or otherwise. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests.

Audit andNon-Audit Fees

Aggregate fees that we were billed for the fiscal years ended December 31, 20182020 and 20192021 by our independent registered public accounting firm, Deloitte, were as follows:

The Audit Committee of our Board of Directors was advised that there were no services provided by Deloitte that were unrelated to the audit of the annual fiscalyear-end financial statements and the review of interim financial statements that could impair Deloitte from maintaining its independence as our independent auditor and concluded that it was.

Audit CommitteePre-Approval Policies and Procedures

In accordance with our Audit Committeepre-approval policy, all audit andnon-audit services performed for us by our independent registered public accounting firm werepre-approved by the Audit Committee of our Board of Directors, which concluded that the provision of such services by Deloitte was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Unless a type of service to be provided by the independent certified public accountants has received “general”pre-approval, it will require “specific”pre-approval by the Audit Committee. Additionally, any proposed services exceeding “general”pre-approved cost levels will require specificpre-approval by the Audit Committee. The term of any generalpre-approval will apply until the nextpre-approval made by the Audit Committee. The Audit Committee will review, and may revise, the generalpre-approval policy and the services that may be provided by the independent certified public accountants from time to time. The Audit Committee does not delegate its responsibility topre-approve services performed by the independent certified public accountants to management.

All requests or applications for services to be provided by the independent auditor that do not require specificpre-approval by the Audit Committee will be submitted to management and must include a detailed description of the services to be rendered. Management will determine whether such services are included within the list of services that have received the generalpre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the independent auditor.

Requests or applications for services that require specific separate approval by the Audit Committee are required to be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer. The Chairman of the Audit Committee has been delegated the authority to specificallypre-approve all services not covered by the generalpre-approval guidelines, up to a certain amount. All amounts specificallypre-approved by the Chair of the Audit Committee in accordance with thepre-approval policy are to be disclosed to the Audit Committee at the next regularly scheduled meeting.

VOTING RECOMMENDATION

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.2022.

General Information About the

Annual Meeting and Voting

Audit Committee Report

Our Board of Directors’ Audit Committee carries out oversight functions with respect to the preparation, review and audit of our financial statements, our system of internal controls and the qualifications, independence and performance of our internal auditor consultants and independent auditors, and operates under a written charter adopted by the Board of Directors. The charter can be viewed, together with any future changes that may occur, on our website atwww.breit.com. The Audit Committee has the sole authority and responsibility to select, evaluate and, as appropriate, replace our independent auditors. The Audit Committee members are “independent,” consistent with the qualifications set forth in our charter, the listing standards of the NYSE and Rule10A-3 under the Exchange Act applicable to board of directors in general and audit committees in particular.

Our management is responsible for the development, maintenance and evaluation of internal controls and procedures and our financial reporting system, the maintenance of appropriate accounting and financial reporting principles or policies and the preparation, presentation and integrity of our financial statements. Our independent registered public accounting firm is responsible for auditing our consolidated financial statements in accordance with U.S. generally accepted auditing standards and expressing an opinion as to their conformity with U.S. generally accepted accounting principles. The Audit Committee’s responsibility is to monitor and oversee the foregoing functions.

The Audit Committee reviews our financial reporting process on behalf of the Board of Directors. In performance of its oversight function, the Audit Committee has met and held discussions with management and our independent registered public accounting firm with respect to our audited consolidated financial statements for fiscal year 20192021 and related matters. Management advised the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles and the Committee has reviewed and discussed the consolidated financial statements with management and our independent auditors, Deloitte & Touche LLP. Our independent auditors presented to and reviewed with the Audit Committee the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communication with Audit Committees.”and the SEC. Our independent auditors also provided to the Committee the written disclosures and the letter from the auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and in connection therewith, the Committee discussed with the independent auditors their views as to their independence. The Audit Committee also reviewed, among other things, the audit andnon-audit services performed by, and the amount of fees paid for such services to, Deloitte & Touche LLP. The Audit Committee meetings regularly include executive sessions with our independent registered public accounting firm without the presence of our management.

In undertaking its oversight function, the Audit Committee relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent auditors included in their report on our financial statements. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance or professional opinion as to the sufficiency of the external audits, whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or on the effectiveness of the system of internal control.

Based on the Audit Committee’s considerations, discussions with management and discussion with the independent auditors as described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form10-K for the year ended December 31, 20192021 filed with the SEC.

Annual Report

Our Annual Report is being concurrently made available for distribution to our stockholders.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms10-K,10-Q10-K, 10-Q and8-K. To access theseThese filings go toare available on our website,www.breit.com, and click “Filings” under the “About BREIT” tab.. Copies of our Annual Report on Form10-K including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to Secretary, Blackstone Real Estate Income Trust, Inc., 345 Park Avenue, New York, New York 10154.

Other Matters

Our management does not know of any other matters to come before the Annual Meeting. If, however, any other matters do come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their discretion on such matters.

Stockholder Proposals for the 20212023 Annual Meeting

If you wish to submit a stockholder proposal pursuant to Rule14a-8 under the Exchange Act for inclusion in our Proxy Statement and proxy card for our 20212022 Annual Meeting of Stockholders, your proposal must be received by our Secretary on or before November 27, 2020.December 14, 2022. Your proposal should be mailed by certified mail return receipt requested to our Secretary at Blackstone Real Estate Income Trust, Inc., 345 Park Avenue, New York, New York 10154. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. In addition, if you desire to bring business (including director nominations) before our 20212022 Annual Meeting, you must comply with our bylaws, which currently require that you provide written notice of such business to our Secretary no earlier than October 28, 2020November 14, 2022 and no later than 5:00 p.m. New York City Time, on November 27, 2020.December 14, 2022. However, if the 20212022 Annual Meeting is advanced or delayed more than 30 days from the first anniversary of the date of the 20202022 Annual Meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., New York City time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. For additional requirements, stockholders should refer to our bylaws, Article II, Section 11(a), “Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals,” a current copy of which may be obtained from our Secretary.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 1, 2023.

Householding of Proxy Materials

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that theyit will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker. You may also call(844) 702-1299 or write to: DST Systems, P.O. Box 219349, Kansas City, MO 64121, and include your name, the name of your broker or other nominee and your account number(s). You can also request prompt delivery of a copy of the Proxy Statement and Annual Report by contacting Broadridge, 51 Mercedes Way, Edgewood, New York 11717,(844) 618-1695.

Blackstone

345 Park Avenue

New York NY 10154

BLACKSTONE REAL ESTATE INCOME TRUST, INC. 24TH FLOOR, 345 PARK AVENUE NEW YORK, NY 10154 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET—www.proxyvote.com/ BREITINTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 27, 2022. Have your proxy card in hand when you access the day before thecut-off date or meeting date. Followweb site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeDuring The Meeting - Go to reducewww.virtualshareholdermeeting.com/BREIT2022 You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions. VOTE BYPHONE— PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before thecut-off date or meeting date.on June 27, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Mailed proxy cards must be received by 11:59 p.m. Eastern Time on June 27, 2022. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [GRAPHIC APPEARS HERE]D05208-P32516D80837-P69105 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY BLACKSTONE REAL ESTATE INCOME TRUST, INC. The Board of Directors recommends a vote FOR THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SEVENNINE DIRECTOR NOMINEES LISTED BELOW AND A VOTE “FOR”"FOR" PROPOSAL 2. 1. Elect sevennine director nominees listed in the Proxy Statement. Nominees: For Against Abstain 1a. Frank Cohen 1b. A.J. Agarwal 1c. Wesley LePatner 1d. Brian Kim 1e. Raymond J. Beier 1e.1f. Susan Carras 1g. Richard I. Gilchrist 1f.1h. Field Griffith 1g.Grifth 1i. Edward Lewis For Against Abstain 2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firmrm for the year ending December 31, 2020.                Note:2022. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign.hereon. When signing as attorney, executor, administrator, or other duciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in a representative capacity, please include your title.full corporate or partnership name by authorized ofcer. Signature [PLEASE SIGN WITHIN BOX]DateSignature Date Signature (Joint Owners)Date

YOUR VOTE IS IMPORTANT! Blackstone Real Estate Income Trust, Inc. will make a charitable donation to The Navy SEAL Foundation on behalf of every stockholder that votes. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held On June 17, 2020:28, 2022: The Proxy Statement and Form of Proxy and our 20192021 Annual Report are available at www.proxyvote.com/BREIT Directions to the office of Simpson Thacher & Bartlett LLP may be found athttp://stblaw.com/offices/new-york                Please fold here—Do not separate    D05209-P32516D80838-P69105 BLACKSTONE REAL ESTATE INCOME TRUST, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS –- JUNE 17, 202028, 2022 The undersigned stockholder(s) hereby appoint(s) Frank Cohen, Paul D. QuinlanAnthony Marone, Jr. and Leon Volchyok as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Annual Meeting of Stockholders of Blackstone Real Estate Income Trust, Inc. (the “Company”"Company"), to be held virtually via live webcast on the Internet at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017www.virtualshareholdermeeting.com/BREIT2022 on Wednesday,Tuesday, June 17, 202028, 2022 at 9:008:30 a.m. (Eastern Time) (the “Meeting”"Meeting") and at any and all adjournments or postponements thereof, all shares of the Company which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. As part of our precautions regardingCOVID-19, the Company is planning for the possibility that the Meeting may be held solely by means of remote communication. If the Company takes this step, the Company will announce the decision to do so in advance, and details on how to participate will be available at www.breit.com or via a filing with the Securities and Exchange Commission. The undersigned acknowledgesacknowledge(s) receipt of the Proxy Statement relating to the Meeting and revokes any proxy heretofore given with respect to such Meeting and any adjournments or postponements thereof. The shares represented by each properly executed proxy will be voted in the manner specifiedspecied in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted “FOR”"FOR" each of the director nominees listed on the reverse side and “FOR”"FOR" proposal 2. This proxy also grants the above named proxies discretionary power to vote upon such other business as may properly come before the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Continued and to be signed on reverse side