SEC Form 3 filed by new insider Brookfield Wealth Solutions Ltd.
$BNT
Property-Casualty Insurers
Finance
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/20/2026 | 3. Issuer Name and Ticker or Trading Symbol
BROOKFIELD REAL ESTATE INCOME TRUST INC. [ N/A ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class I Common Stock | 27,664,050 | I | Held by BUSI II-C L.P.(1)(2)(3) |
| Class E Common Stock | 2,942,096 | I | Held by BUSI II-C L.P.(1)(2)(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. These shares are held directly by BUSI II-C L.P. ("BUSI II-C"). Brookfield Corporation ("BCORP") indirectly owns and controls Brookfield Wealth Solutions Ltd. ("BNT"), BUSI II-C, BUSI II GP-C LLC ("BUSI II-C GP"), the general partner of BUSI II-C, BIM Capital LLC ("BIM") and Brookfield REIT Advisor LLC (the "Adviser") and is the ultimate beneficial owner of the shares directly held by BUSI II-C, BIM and the Adviser. BCORP and BNT have entered into a voting agreement as more fully discussed in the Amendment to Schedule 13D filed by BCORP, BNT, BUSI II-C, BIM and the Adviser on April 22, 2026. |
| 2. Effective April 20, 2026, BCORP underwent an internal reorganization, pursuant to which BNT became a reporting person and the following entities are no longer part of this Form 3: Brookfield Holdings Canada Inc., Brookfield Corporate Treasury Ltd., Brookfield Oaktree Holdings Canada Inc., Brookfield Oaktree Holdings, LLC, OCG NTR Holdings, LLC, OCG NTR Holdings Sub LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset Management Ltd., Brookfield Asset Management ULC, Brookfield US Holdings Inc., Brookfield US Inc., Brookfield Property Master Holdings LLC, Brookfield Property Group LLC and Brookfield Public Securities Group Holdings LLC. |
| 3. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of their respective pecuniary interests, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any. |
| BROOKFIELD WEALTH SOLUTIONS LTD., By: /s/ Seamus MacLoughlin, Name: Seamus MacLoughlin, Title: Secretary | 04/22/2026 | |
| ** 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 5 (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 Number. | ||
| * Form 3: SEC 1473 (03-26) | ||