UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


X			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~September~~June 30, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 000-56428

Brookfield Real Estate Income Trust Inc.

(Exact name of registrant as specified in its charter)


Maryland						82-2365593
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

250 Vesey Street, 15th Floor

New York, NY 10281

(Address of principal executive offices) (Zip Code)

(212) 417-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

X☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X

The number of the registrant’s outstanding shares of common stock as of ~~October~~July 31, ~~2022~~2023 was ~~88,162,154,~~91,340,640, consisting of ~~41,310,296~~42,365,367 Class I shares, par value $0.01 per share, ~~34,545,023~~35,580,404 Class S shares, par value $0.01 per share, ~~9,387,833 Class C shares, par value $0.01 per share, 30,995~~144,102 Class D shares, par value $0.01 per share, 9,856,197 Class C shares, no par value per share, and ~~2,888,007~~3,394,570 Class E shares, no par value per share.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	1

	Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	3

	Consolidated Statements of Changes in Stockholders' Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4

	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	6

	Notes to Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3534

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5150

ITEM 4.	CONTROLS AND PROCEDURES	5251

PART II.	OTHER INFORMATION	5251

ITEM 1.	LEGAL PROCEEDINGS	5251

ITEM 1A.	RISK FACTORS	5251

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5352

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	5554

ITEM 4.	MINE SAFETY DISCLOSURES	5554

ITEM 5.	OTHER INFORMATION	5554

ITEM 6.	EXHIBITS	5655

SIGNATURES		5756

WEBSITE DISCLOSURE

Investors and others should note that we use our website, www.BrookfieldREIT.com, to announce material information to investors and the marketplace. While not all of the information that we post on our website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in us to review the information that we share on our website. Information contained on, or available through, our website is not incorporated by reference into this document.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Brookfield Real Estate Income Trust Inc.

Consolidated Balance Sheets (Unaudited)

September 30, 2022 December 31, 2021
Assets
Investments in real estate, net $ 1,583,834,937 $ 1,065,758,310
Investments in real estate-related loans and securities, net 306,119,228 55,074,378
Investments in unconsolidated entities 82,247,709 129,671,086
Intangible assets, net 46,341,309 49,151,909
Cash and cash equivalents 96,156,143 29,988,565
Restricted cash 31,800,423 30,795,049
Accounts and other receivables, net 13,407,053 3,756,111
Other assets 15,122,034 10,518,031
Total Assets $ 2,175,028,836 $ 1,374,713,439
Liabilities
Mortgage loans and secured credit facility, net $ 1,109,515,309 $ 733,793,220
Unsecured revolving credit facility — 105,000,000
Due to affiliates 54,224,552 35,890,147
Intangible liabilities, net 27,812,392 28,384,385
Accounts payable, accrued expenses and other liabilities 37,878,571 16,223,191
Subscriptions received in advance 22,074,124 24,380,740
Total Liabilities 1,251,504,948 943,671,683
Commitments and contingencies — —
Redeemable non-controlling interests attributable to OP unitholders 1,022,106 200,085,855
Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at September 30, 2022 and December 31, 2021, respectively — —
Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 33,052,037 and 20,045,775 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 330,520 200,457
Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 41,261,903 and 2,825,208 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 412,619 28,253
Common stock - Class T shares, $0.01 par value per share, 225,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021. — —
Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; 17,628 shares issued and outstanding as of September 30, 2022 and none issued and outstanding as of December 31, 2021. 176 —
Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 9,239,563 and 1,644,303 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 92,396 16,443
Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,815,377 and 2,097,971shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively — —
Additional paid-in capital 993,025,534 249,426,060
Accumulated deficit (75,888,146) (23,608,973)
Total Stockholders’ Equity 917,973,099 226,062,240
Non-controlling interests attributable to third party joint ventures 4,153,683 4,518,661
Non-controlling interests attributable to preferred stockholders 375,000 375,000
Total Equity 922,501,782 230,955,901
Total Liabilities and Stockholders' Equity $ 2,175,028,836 $ 1,374,713,439
(in thousands, except per share data)



	June 30, 2023		December 31, 2022
Assets
Investments in real estate, net	$	1,562,729	$	1,580,964
Investments in real estate-related loans and securities, net	309,416		332,654
Investments in unconsolidated entities	79,600		80,591
Intangible assets, net	43,544		44,695
Cash and cash equivalents	49,561		61,824
Restricted cash	16,369		18,175
Accounts and other receivables, net	9,284		8,382
Other assets	49,272		23,188
Total Assets	$	2,119,775	$	2,150,473
Liabilities and Equity
Mortgage loans, secured term loan and secured credit facility, net	$	1,055,862	$	1,054,297

Due to affiliates	48,570		52,294
Intangible liabilities, net	26,801		27,475
Accounts payable, accrued expenses and other liabilities	51,300		39,591
Subscriptions received in advance	3,804		8,166
Total Liabilities	1,186,337		1,181,823
Commitments and contingencies	—		—
Redeemable non-controlling interests attributable to OP unitholders	961		990
Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000 shares authorized; no shares issued nor outstanding at June 30, 2023 and December 31, 2022, respectively	—		—
Common stock - Class S shares, $0.01 par value per share, 225,000 shares authorized; 36,391 and 36,704 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	364		367
Common stock - Class I shares, $0.01 par value per share, 250,000 shares authorized; 42,330 and 42,397 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	423		424
Common stock - Class T shares, $0.01 par value per share, 225,000 shares authorized; no shares issued nor outstanding as of June 30, 2023 and December 31, 2022.	—		—
Common stock - Class D shares, $0.01 par value per share, 100,000 shares authorized; 131 and 36 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.	1		—
Common stock - Class C shares, no par value per share, 100,000 shares authorized; 9,856 and 9,343 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	94		94
Common stock - Class E shares, no par value per share, 100,000 shares authorized; 3,378 and 3,210 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	—		—
Additional paid-in capital	1,069,535		1,063,038
Accumulated deficit	(142,442)		(100,709)
Total Stockholders’ Equity	927,975		963,214
Non-controlling interests attributable to third party joint ventures	4,127		4,071
Non-controlling interests attributable to preferred stockholders	375		375
Total Equity	932,477		967,660
Total Liabilities and Stockholders’ Equity	$	2,119,775	$	2,150,473

See accompanying notes to consolidated financial statements.

Table of Contents

The following table presents the assets and liabilities of investments consolidated as variable interest entities for which the Company is determined to be the primary ~~beneficiary.~~beneficiary ($ in thousands).


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Assets	Assets					Assets
Investments in real estate, net	Investments in real estate, net	$	226,029,260	$	230,635,634	Investments in real estate, net	$	220,440	$	223,810
Intangible assets, net	Intangible assets, net	5,931,869		7,311,796		Intangible assets, net	6,130		5,724
Cash and cash equivalents	Cash and cash equivalents	2,336,818		2,940,040		Cash and cash equivalents	1,987		2,243
Restricted cash	Restricted cash	7,448,302		5,413,888		Restricted cash	10,234		7,849
Accounts and other receivables, net	Accounts and other receivables, net	3,334,621		597,673		Accounts and other receivables, net	3,147		3,652
Other assets	Other assets	1,001,347		2,866,289		Other assets	3,676		655

Total Assets	Total Assets	$	246,082,217	$	249,765,320	Total Assets	$	245,614	$	243,933

Liabilities	Liabilities					Liabilities
Mortgage loans, net	Mortgage loans, net	$	177,312,880	$	177,150,209	Mortgage loans, net	$	177,455	$	177,354
Intangible liabilities, net	Intangible liabilities, net	26,986		45,019		Intangible liabilities, net	22		25
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	5,411,189		4,317,033		Accounts payable, accrued expenses and other liabilities	5,512		4,755
Total Liabilities	Total Liabilities	$	182,751,055	$	181,512,261	Total Liabilities	$	182,989	$	182,134

See accompanying notes to consolidated financial statements.

Table of Contents

Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended June 30,				Six Months Ended June 30,
		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021			2023		2022		2023		2022
Revenues	Revenues									Revenues
Rental revenues	Rental revenues	$	29,800,542	$	7,990,019	$	78,499,014	$	22,657,008	Rental revenues	$	33,502	$	27,038	$	63,975	$	48,698
Other revenues	Other revenues	2,526,784		479,552		7,174,362		1,344,495		Other revenues	3,646		2,755		6,205		4,648
Total revenues	Total revenues	32,327,326		8,469,571		85,673,376		24,001,503		Total revenues	37,148		29,793		70,180		53,346
Expenses	Expenses									Expenses
Rental property operating	Rental property operating	12,058,745		3,508,587		29,640,581		10,252,430		Rental property operating	14,880		9,659		26,608		17,582
General and administrative	General and administrative	2,677,064		1,119,953		7,150,896		3,187,513		General and administrative	2,229		2,484		4,545		4,474
Management fee	Management fee	3,483,760		643,490		6,776,480		1,766,928		Management fee	3,579		2,096		7,257		3,293
Performance fee	Performance fee	3,682,263		3,686,804		11,913,482		4,947,892		Performance fee	—		4,718		—		8,231

Depreciation and amortization	Depreciation and amortization	13,773,074		3,350,031		42,315,873		11,462,760		Depreciation and amortization	12,765		15,348		25,569		28,543
Total expenses	Total expenses	35,674,906		12,308,865		97,797,312		31,617,523		Total expenses	33,453		34,305		63,979		62,123
Other income (expense)
Other (expense) income										Other (expense) income
Income from real estate-related loans and securities	Income from real estate-related loans and securities	3,157,771		1,326,228		5,646,556		3,880,813		Income from real estate-related loans and securities	5,149		1,418		11,512		2,489

Interest expense	Interest expense	(11,133,394)		(1,476,601)		(25,906,159)		(4,251,466)		Interest expense	(14,498)		(8,050)		(28,430)		(14,773)
Realized (loss) gain on real estate investments, net		(29,966)		296,975		638,794		1,277,640
Realized gain on real estate investments, net										Realized gain on real estate investments, net	639		—		504		669
Realized gain on financial instruments	Realized gain on financial instruments	3,319,040		—		10,413,111		—		Realized gain on financial instruments	4		7,094		105		7,094
Unrealized (loss) gain on investments, net		(7,358,492)		(93,557)		(8,366,728)		226,426
Unrealized gain (loss) on investments, net										Unrealized gain (loss) on investments, net	6,210		(7,799)		1,567		(1,008)
Total other (expense) income	Total other (expense) income	(12,045,041)		53,045		(17,574,426)		1,133,413		Total other (expense) income	(2,496)		(7,337)		(14,742)		(5,529)
Net loss		(15,392,621)		(3,786,249)		(29,698,362)		(6,482,607)
Net loss attributable to non-controlling interests in third party joint ventures		40,998		2,140		63,900		191,410
Net income (loss)										Net income (loss)	$	1,199	$	(11,849)	$	(8,541)	$	(14,306)
Net (income) loss attributable to non-controlling interests in third party joint ventures										Net (income) loss attributable to non-controlling interests in third party joint ventures	$	(67)	$	29	$	42	$	23
Net income attributable to non-controlling interests - preferred stockholders	Net income attributable to non-controlling interests - preferred stockholders	(24,251)		—		(24,251)		—		Net income attributable to non-controlling interests - preferred stockholders	(45)		—		(45)		—
Net loss attributable to redeemable non-controlling interests		13,308		—		4,661,401		—
Net loss attributable to Brookfield REIT stockholders		$	(15,362,566)	$	(3,784,109)	$	(24,997,312)	$	(6,291,197)
Net (income) loss attributable to redeemable non-controlling interests										Net (income) loss attributable to redeemable non-controlling interests	(2)		3,673		6		4,648
Net income (loss) attributable to stockholders										Net income (loss) attributable to stockholders	$	1,085	$	(8,147)	$	(8,538)	$	(9,635)
Per common share data:	Per common share data:									Per common share data:
Net loss per share of common stock - basic and diluted		$	(0.19)	$	(0.17)	$	(0.47)	$	(0.29)
Net income (loss) per share of common stock - basic and diluted										Net income (loss) per share of common stock - basic and diluted	$	0.01	$	(0.18)	$	(0.09)	$	(0.25)
Weighted average number of shares outstanding - basic and diluted	Weighted average number of shares outstanding - basic and diluted	82,473,239		22,667,470		53,143,361		22,027,204		Weighted average number of shares outstanding - basic and diluted	94,231		44,702		94,120		38,235

See accompanying notes to consolidated financial statements.

Table of Contents

Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Changes in ~~Stockholders'~~Stockholders’ Equity (Unaudited)

Three Months Ended September 30, 2022
Par Value
Common
Stock
Class I Common
Stock
Class S Common
Stock
Class C Common
Stock
Class E Common
Stock
Class D Additional
Paid-In
Capital Accumulated
Deficit
Total Stockholders’
Equity
Non-controlling Interests Attributable to Third Party Joint Ventures Non-controlling Interests Attributable to Preferred Stockholders Total Equity
Balance at June 30, 2022 $ 329,301 $ 300,485 $ 69,929 $ — $ 22 $ 811,119,171 $ (46,526,974) $ 765,291,934 $ 4,229,766 $ 375,000 $ 769,896,700
Common stock issued 85,550 35,990 22,467 — 154 199,901,453 — 200,045,614 — — 200,045,614
Stock-based compensation — — — — — 161,250 — 161,250 — — 161,250
Distribution reinvestment 3,500 2,170 — — — 8,422,387 — 8,428,057 — — 8,428,057
Contributions from non-controlling interests — — — — — — — — 30,665 — 30,665
Distributions — — — — — — (14,032,884) (14,032,884) (65,750) — (14,098,634)
Common stock repurchased (5,732) (8,125) — — — (22,344,644) — (22,358,501) — — (22,358,501)
Offering Costs — — — — — (5,037,009) — (5,037,009) — — (5,037,009)
Net (loss) income — — — — — — (15,375,874) (15,375,874) (40,998) — (15,416,872)
Allocation to redeemable non-controlling interests — — — — — 837,204 13,308 850,512 — — 850,512
Balance at September 30, 2022 $ 412,619 $ 330,520 $ 92,396 $ — $ 176 $ 993,059,812 $ (75,922,424) $ 917,973,099 $ 4,153,683 $ 375,000 $ 922,501,782
Three Months Ended September 30, 2021
Par Value
Common
Stock
Class I Common
Stock
Class S Common
Stock
Class C Common
Stock
Class E Common
Stock
Class D Additional
Paid-In
Capital Accumulated
Deficit
Total Stockholders’
Equity
Non-controlling Interests Attributable to Third Party Joint Ventures Non-controlling Interests Attributable to Preferred Stockholders Total Equity
Balance at June 30, 2021 $ 34,481 $ 168,747 $ 9,144 $ — $ — $ 209,543,729 $ (22,558,358) $ 187,197,743 $ 7,219,569 $ — $ 194,417,312
Stock-based compensation — — — — — 17,644 — 17,644 — — 17,644
Distribution reinvestment 42 1,162 — — — 1,378,981 — 1,380,185 — — 1,380,185
Common stock issued 4,116 26,293 4,590 — — 38,037,433 — 38,072,432 — — 38,072,432
Contributions — — — — — — — — 22,104 — 22,104
Distributions — — — — — — (2,555,039) (2,555,039) (175,600) — (2,730,639)
Common stock repurchased (10,718) (652) — — — (11,436,328) — (11,447,698) — — (11,447,698)
Offering Costs — — — — — (15,030,582) — (15,030,582) — — (15,030,582)
Net loss — — — — — — (3,784,109) (3,784,109) (2,140) — (3,786,249)
Balance at September 30, 2021 $ 27,921 $ 195,550 $ 13,734 $ — $ — $ 222,510,877 $ (28,897,506) $ 193,850,576 $ 7,063,933 $ — $ 200,914,509
(in thousands)


Three months ended June 30, 2023
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at March 31, 2023	$	422	$	369	$	94	$	—	$	1	$	1,066,521	$	(127,453)	$	939,954	$	3,979	$	375	$	944,308
Common stock issued	21		8		—		—		—		45,603		—		45,632		—		—		45,632
Stock-based compensation	—		—		—		—		—		96		—		96		—		—		96
Distribution reinvestment	4		2		—		—		—		9,355		—		9,361		—		—		9,361
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		87		—		87
Distributions	—		—		—		—		—		—		(16,076)		(16,076)		(6)		(45)		(16,127)
Common stock repurchased	(24)		(15)		—		—		—		(51,979)		—		(52,018)		—		—		(52,018)
Offering costs	—		—		—		—		—		(75)		—		(75)		—		—		(75)
Net income	—		—		—		—		—		—		1,087		1,087		67		45		1,199
Allocation to redeemable non-controlling interests	—		—		—		—		—		14		—		14		—		—		14
Balance at June 30, 2023	$	423	$	364	$	94	$	—	$	1	$	1,069,535	$	(142,442)	$	927,975	$	4,127	$	375	$	932,477

Three months ended June 30, 2022
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at March 31, 2022	$	39	$	247	$	35	$	—	$	—	$	321,874	$	(29,898)	$	292,297	$	4,400	$	375	$	297,072
Common stock issued	292		58		34		—		—		534,408		—		534,792		—		—		534,792
Stock-based compensation	—		—		—		—		—		81		—		81		—		—		81
Distribution reinvestment	—		2		—		—		—		3,382		—		3,384		—		—		3,384
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		6		—		6
Distributions	—		—		—		—		—		—		(8,482)		(8,482)		(148)		(24)		(8,654)
Common stock repurchased	(2)		(7)		—		—		—		(13,513)		—		(13,522)		—		—		(13,522)
Offering costs	—		—		—		—		—		(5,976)		—		(5,976)		—		—		(5,976)
Net income (loss)	—		—		—		—		—		—		(11,820)		(11,820)		(28)		24		(11,824)
Allocation to redeemable non-controlling interests	—		—		—		—		—		(29,136)		3,674		(25,462)		—		—		(25,462)
Balance at June 30, 2022	$	329	$	300	$	69	$	—	$	—	$	811,120	$	(46,526)	$	765,292	$	4,230	$	375	$	769,897

See accompanying notes to consolidated financial statements.

Table of Contents


Nine Months Ended September 30, 2022
Six Months Ended June 30, 2023																								Six Months Ended June 30, 2023
		Par Value																									Par Value
		Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity					Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at December 31, 2021		$	28,253	$	200,457	$	16,443	$	—	$	—	$	249,426,060	$	(23,608,973)	$	226,062,240	$	4,518,661	$	375,000	$	230,955,901
Balance at December 31, 2022																								Balance at December 31, 2022		$	424	$	367	$	94	$	—	$	—	$	1,063,079	$	(100,750)	$	963,214	$	4,071	$	375	$	967,660
Common stock issued	Common stock issued	388,896		139,396		75,953		—		176		831,932,140		—		832,536,561		—		—		832,536,561			Common stock issued		39		23		—		—		1		94,323		—		94,386		—		—		94,386

Stock-based compensation	Stock-based compensation	—		—		—		—		—		241,875		—		241,875		—		—		241,875			Stock-based compensation		—		—		—		—		—		177		—		177		—		—		177
Distribution reinvestment	Distribution reinvestment	3,895		5,690		—		—		—		14,377,801		—		14,387,386		—		—		14,387,386			Distribution reinvestment		8		5		—		—		—		19,569		—		19,582		—		—		19,582
Contributions from non-controlling interests	Contributions from non-controlling interests	—		—		—		—		—		—		—		—		63,255		—		63,255			Contributions from non-controlling interests		—		—		—		—		—		—		—		—		104		—		104
Distributions	Distributions	—		—		—		—		—		—		(27,316,139)		(27,316,139)		(364,333)		(24,251)		(27,704,723)			Distributions		—		—		—		—		—		—		(33,148)		(33,148)		(6)		(45)		(33,199)
Common stock repurchased	Common stock repurchased	(8,425)		(15,023)		—		—		—		(36,659,357)		—		(36,682,805)		—		—		(36,682,805)			Common stock repurchased		(48)		(31)		—		—		—		(106,645)		—		(106,724)		—		—		(106,724)
Offering Costs		—		—		—		—		—		(17,089,216)		—		(17,089,216)		—		—		(17,089,216)
Offering costs																								Offering costs		—		—		—		—		—		(990)		—		(990)		—		—		(990)
Net loss																								Net loss		—		—		—		—		—		—		(8,544)		(8,544)		(42)		45		(8,541)
Allocation to redeemable non-controlling interests																								Allocation to redeemable non-controlling interests		—		—		—		—		—		22		—		22		—		—		22
Balance at June 30, 2023																								Balance at June 30, 2023		$	423	$	364	$	94	$	—	$	1	$	1,069,535	$	(142,442)	$	927,975	$	4,127	$	375	$	932,477

Six Months Ended June 30, 2022																								Six Months Ended June 30, 2022
																										Par Value
																										Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at December 31, 2021																								Balance at December 31, 2021		$	28	$	200	$	16	$	—	$	—	$	249,426	$	(23,608)	$	226,062	$	4,519	$	375	$	230,956
Common stock issued																								Common stock issued		304		103		53		—		—		632,031		—		632,491		—		—		632,491
Stock-based compensation																								Stock-based compensation		—		—		—		—		—		81		—		81		—		—		81
Distribution reinvestment																								Distribution reinvestment		—		4		—		—		—		5,955		—		5,959		—		—		5,959
Contributions from non-controlling interests																								Contributions from non-controlling interests		—		—		—		—		—		—		—		—		33		—		33
Distributions																								Distributions		—		—		—		—		—		—		(13,284)		(13,284)		(299)		(24)		(13,607)
Common stock repurchased																								Common stock repurchased		(3)		(7)		—		—		—		(14,314)		—		(14,324)		—		—		(14,324)
Offering costs																								Offering costs		—		—		—		—		—		(12,052)		—		(12,052)		—		—		(12,052)
Net (loss) income	Net (loss) income	—		—		—		—		—		—		(29,658,713)		(29,658,713)		(63,900)		24,251		(29,698,362)			Net (loss) income		—		—		—		—		—		—		(14,283)		(14,283)		(23)		24		(14,282)
Allocation to redeemable non-controlling interests	Allocation to redeemable non-controlling interests	—		—		—		—		—		(49,169,491)		4,661,401		(44,508,090)		—		—		(44,508,090)			Allocation to redeemable non-controlling interests		—		—		—		—		—		(50,007)		4,649		(45,358)		—		—		(45,358)
Balance at September 30, 2022		$	412,619	$	330,520	$	92,396	$	—	$	176	$	993,059,812	$	(75,922,424)	$	917,973,099	$	4,153,683	$	375,000	$	922,501,782
Balance at June 30, 2022																								Balance at June 30, 2022		$	329	$	300	$	69	$	—	$	—	$	811,120	$	(46,526)	$	765,292	$	4,230	$	375	$	769,897

Nine Months Ended September 30, 2021
		Par Value
		Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at December 31, 2020		$	74,773	$	130,326	$	—	$	—	$	—	$	200,440,567	$	(15,179,566)	$	185,466,100	$	7,717,849	$	—	$	193,183,949
Stock-based compensation		68		—		—		—		—		52,884		—		52,952		—		—		52,952
Distribution reinvestment		143		2,985		—		—		—		3,407,929		—		3,411,057		—		—		3,411,057
Common stock issued		16,771		65,767		13,734		—		—		103,214,742		—		103,311,014		—		—		103,311,014
Contributions		—		—		—		—		—		—		—		—		80,169		—		80,169
Distributions		—		—		—		—		—		—		(7,426,743)		(7,426,743)		(542,675)		—		(7,969,418)
Common stock repurchased		(63,834)		(3,528)		—		—		—		(67,642,581)		—		(67,709,943)		—		—		(67,709,943)
Offering Costs		—		—		—		—		—		(16,962,664)		—		(16,962,664)		—		—		(16,962,664)
Net loss		—		—		—		—		—		—		(6,291,197)		(6,291,197)		(191,410)		—		(6,482,607)
Balance at September 30, 2021		$	27,921	$	195,550	$	13,734	$	—	$	—	$	222,510,877	$	(28,897,506)	$	193,850,576	$	7,063,933	$	—	$	200,914,509

See accompanying notes to financial statements.

Table of Contents

Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30, 2022 September 30, 2021
Cash flows from operating activities:
Net loss $ (29,698,362) $ (6,482,607)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 42,315,873 11,462,760
Management fees 6,776,480 1,766,928
Performance fees 11,913,482 —
Amortization of above and below market leases and lease inducements (810,186) 165,560
Amortization of restricted stock grants 241,875 52,952
Amortization of deferred financing costs 2,066,129 214,546
Amortization of origination fees and discount (157,996) (129,660)
Capitalized interest from the real estate-related loans 193,331 (641,373)
Realized gain on investments in real estate-related loans and securities (638,794) (1,277,640)
Unrealized (gain) loss on investments 8,366,728 (226,426)
Distributions of earnings from unconsolidated entities 2,397,076 —
Changes in assets and liabilities:
Increase in lease inducements and origination costs (296,876) (132,274)
Decrease (increase) in other assets 6,231,444 (626,067)
Increase in accounts and other receivables (9,599,554) (482,809)
Increase in accounts payable, accrued expenses and other liabilities 14,888,833 1,533,792
Increase in due to affiliates 1,143,065 1,357,476
Net cash provided by operating activities 55,332,548 6,555,158
Cash flows from investing activities
Acquisitions of real estate (545,159,044) (75,152,886)
Purchase of real estate-related loans and securities (263,957,089) (30,231,024)
Proceeds from sale of real estate-related loans and securities 6,021,880 6,321,963
Proceeds from principal repayments of real estate-related loans 4,492,817 5,722,892
Capital improvements to real estate (11,864,502) (2,408,970)
Purchase of trading securities (14,872,284) —
Proceeds from sale of trading securities 14,875,242 —
Proceeds from sale of preferred membership interests 28,831,269 —
Net cash used in investing activities (781,631,711) (95,748,025)
Cash flows from financing activities:
Proceeds from mortgage loans and secured term loan 584,960,000 51,628,338
Proceeds from secured credit facility 264,077,379 —
Proceeds from affiliate line of credit 43,000,000 —
Repayment of mortgage loans (214,750,000) —
Repayment of secured credit facility (256,861,000) —
Repayments of affiliate line of credit (148,000,000) —
Payment of deferred financing costs (3,778,963) (319,619)
Proceeds from issuance of common stock 517,201,528 101,658,802
Proceeds from issuance of OP units 38,000,000 —
Subscriptions received in advance 22,074,124 —
Repurchases of common stock (37,110,846) (70,139,372)
Payment of organizational and offering costs (5,574,205) (1,579,475)
Distributions to non-controlling interests (364,333) (542,675)
Contributions from non-controlling interests 63,255 80,169
Distributions (9,440,573) (3,881,204)
Distributions to non-controlling interests attributable to preferred stockholders (24,251) —
Net cash provided by financing activities 793,472,115 76,904,964
Net change in cash and cash-equivalents and restricted cash 67,172,952 (12,287,903)
Cash and cash-equivalents and restricted cash, beginning of period 60,783,614 36,019,225
Cash and cash-equivalents and restricted cash included in assets held for sale, end of period — 848,120
Cash and cash-equivalents and restricted cash, end of period $ 127,956,566 $ 22,883,202

(in thousands)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(8,541)	$	(14,306)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	25,569		28,543
Management fees	7,257		3,293
Performance fees	—		8,231


Amortization of above and below market leases and lease inducements	(538)		(686)
Amortization of restricted stock grants	177		81
Amortization of deferred financing costs	1,590		1,130
Amortization of upfront derivative acquisition costs	911		—
Provision for current expected credit losses	1,300		—
Amortization of origination fees and discount	(49)		(112)
Paid-in-kind interest	—		172
Realized loss (gain) on investments in real estate-related loans and securities	(504)		(669)
Unrealized loss (gain) on investments	(1,567)		1,008
Distributions of earnings from unconsolidated entities	2,333		—
Changes in assets and liabilities:
Increase in lease inducements and origination costs	(423)		(259)
Upfront derivative acquisition costs	(8,781)		—
Increase in other assets	(222)		(164)
Increase in accounts and other receivables	(929)		(2,898)
Decrease (increase) in accounts payable, accrued expenses and other liabilities	(2,327)		8,860
Increase in due to affiliates	1,846		2,011
Net cash provided by operating activities	17,102		34,235

Cash flows from investing activities
Acquisitions of real estate	(1,883)		(522,997)
Purchase of real estate-related loans and securities	(49,160)		(73,535)
Proceeds from sale of real estate-related loans and securities	62,600		3,086
Proceeds from principal repayments of real estate-related loans and securities	7,971		1,472
Payment of investment acquisition deposits	—		(3,275)
Capital improvements to real estate	(3,568)		(1,337)
Proceeds from sale of preferred membership interests	—		28,831
Purchase of trading securities	(156,771)		(14,872)
Proceeds from sale of trading securities	143,847		—
Net cash provided by (used in) investing activities	3,036		(582,627)

Cash flows from financing activities:
Borrowings from mortgage loans and secured term loan	—		584,960
Borrowings from secured credit facility	—		251,153
Repayment of mortgage loans	—		(214,750)
Repayment of secured credit facility	—		(256,861)
Borrowings from affiliate line of credit	—		43,000
Repayment of affiliate line of credit	—		(148,000)
Proceeds from issuance of OP units	—		38,000
Payment of deferred financing costs	(25)		(3,744)
Proceeds from issuance of common stock	72,318		321,048
Repurchases of common stock	(93,348)		(17,958)
Subscriptions received in advance	3,804		77,635
Payment of organizational and offering costs	(3,496)		(2,569)
Distributions to non-controlling interests	(6)		(299)
Contributions from non-controlling interests	104		33
Distributions	(13,513)		(4,605)
Distributions to non-controlling interests attributable to preferred stockholders	(45)		(24)
Net cash (used in) provided by financing activities	(34,207)		667,019

Net change in cash and cash-equivalents and restricted cash	(14,069)		118,627
Cash and cash-equivalents and restricted cash, beginning of period	79,999		60,784

Cash and cash-equivalents and restricted cash, end of period	$	65,930	$	179,411

See accompanying notes to financial statements.

Table of Contents


Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	Nine Months Ended				Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
							Six Months Ended June 30,
		September 30, 2022		September 30, 2021			2023		2022
Cash and cash equivalents	Cash and cash equivalents	$	96,156,143	$	17,820,784	Cash and cash equivalents	$	49,561	$	93,577
Restricted cash	Restricted cash	31,800,423		5,062,418		Restricted cash	16,369		85,834
Total cash and cash equivalents and restricted cash	Total cash and cash equivalents and restricted cash	$	127,956,566	$	22,883,202	Total cash and cash equivalents and restricted cash	$	65,930	$	179,411

Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Interest paid	Interest paid	$	23,409,161	$	3,958,100	Interest paid	$	27,723	$	13,260
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Conversion of Brookfield REIT OP units to shares		$	284,785,172	$	—
Issuance of Brookfield REIT OP units as consideration for performance participation allocation		$	2,345,920	$	—

Accrued distributions	Accrued distributions	$	2,106,443	$	903,005	Accrued distributions	$	101	$	3,006
Accrued stockholder servicing fee due to affiliate	Accrued stockholder servicing fee due to affiliate	$	14,333,215	$	14,376,827	Accrued stockholder servicing fee due to affiliate	$	571	$	9,483
Accrued offering costs	Accrued offering costs	$	71,042	$	1,102,742	Accrued offering costs	$	245	$	—
Distributions reinvested		$	14,387,386	$	3,411,057
Accrued management fees in due to affiliates		$	607,360	$	384,219
Accrued capital improvements	Accrued capital improvements	$	165,415	$	13,963	Accrued capital improvements	$	31	$	45
Allocation to redeemable non-controlling interest		$	49,169,491	$	—
Reinvested distributions to redeemable non-controlling interest		$	7,802,617	$	—
Real estate related loan repayment in accounts receivable		$	—	$	394,810
Accrued repurchases of common stock in accounts payable	Accrued repurchases of common stock in accounts payable	$	4,660,103	$	—	Accrued repurchases of common stock in accounts payable	$	9,784	$	4,118
Accrued repurchases of common stock in due to affiliates	Accrued repurchases of common stock in due to affiliates	$	—	$	208,070	Accrued repurchases of common stock in due to affiliates	$	3,591	$	—
Unsettled purchases of investments in real estate-related securities included in accounts payable, accrued expenses and other liabilities		$	4,585,608	$	—
Unsettled sales of investments in real estate-related securities included in accounts and other receivables, net		$	5,892,583	$	—

See accompanying notes to financial statements.

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Brookfield Real Estate Income Trust Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization and Business Purpose

Brookfield Real Estate Income Trust Inc. ~~(formerly Oaktree Real Estate Income Trust, Inc.)~~ (the “Company”) was formed on July 27, 2017 as a Maryland corporation and has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2019. The Company invests primarily in well-located, high-quality real estate properties that generate strong current cash flow and could further appreciate in ~~desirable locations - primarily income-producing U.S. commercial real estate with upside potential~~value through ~~active~~proactive, best-in-class asset management. To a lesser extent, the Company invests in real estate-related debt investments, including real estate-related ~~debt~~loans and real estate-related securities. ~~The~~Brookfield REIT OP GP LLC, a wholly owned subsidiary of the Company, is the sole general partner of Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”). Substantially all of the Company’s business isis conducted through the Operating Partnership. The Company and the Operating Partnership are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management ~~Inc.~~Ltd. (together with its affiliates, “Brookfield”). Prior to the Adviser Transition (as defined below) that occurred on November 2, 2021, the Company was externally managed by Oaktree Fund Advisors, LLC (the “Oaktree Adviser” or the “Sub-Adviser”), an affiliate of Oaktree Capital Management, L.P. (“Oaktree”).

On July 15, 2021, the Company entered into an adviser transition agreement (the “Adviser Transition Agreement”) with the Adviser and the Oaktree Adviser. On November 2, 2021, pursuant to the terms of the Adviser Transition Agreement, among other things, the Company (i) accepted the resignation of the Oaktree Adviser as its external adviser under the previous advisory agreement between the Company and the Oaktree Adviser, and (ii) entered into a new advisory agreement (the “Advisory Agreement”) with the Adviser (together, with the related transactions authorized by the Company’s board of directors or otherwise contemplated in connection with the Company’s entry into the Adviser Transition Agreement, referred to collectively as the “Adviser Transition”).

~~In addition, on~~ November 2, 2021, the Company consummated a series of related transactions and actions (the “Adviser Transition”) where the ~~Adviser and~~Company engaged the ~~Operating Partnership entered into sub-advisory agreements with the Oaktree Adviser, pursuant~~Sub-Adviser to ~~which the Oaktree Adviser~~ (i) ~~manages~~manage certain of the Company’s real estate properties and real estate-related debt investments that were acquired by the Company prior to the Adviser Transition and (ii) ~~selects~~select and ~~manages~~manage the Company’s liquid assets.

The Company had previously registered with the Securities and Exchange Commission (the “SEC”) its initial public offering of up to ~~$2,000,000,000~~$2.0 billion in shares of common stock (the “Initial Public Offering”), which was ~~initially~~ declared effective on April 30, 2018 and terminated on November 2, 2021. The Company subsequently registered a follow-on offering with the SEC of up to ~~$7,500,000,000~~$7.5 billion in shares of common stock, consisting of up to ~~$6,000,000,000~~$6.0 billion in shares in its primary offering and up to ~~$1,500,000,000~~$1.5 billion in shares pursuant to its distribution reinvestment plan, which was declared effective on November 2, 2021 (the “Current Offering” and with the Initial Public Offering, the “Offering”).

~~The~~Pursuant to the Current Offering, the Company is offering to the public any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The purchase price per share for each class of common stock varies and generally equals the Company’s prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. The Company intends to continue selling shares on a monthly basis.

In addition to the Offering, the Company is conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) and Regulation S promulgated thereunder. The Company is also offering Class E shares to Brookfield and its affiliates and certain of ~~its affiliates~~Brookfield’s and Oaktree’s employees and the Company’s independent directors in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) of the Securities ~~Act.~~Act and Regulation D promulgated thereunder.

As of ~~September~~June 30, ~~2022,~~2023, the Company owned 19 investments in real estate, one investment in an unconsolidated real estate venture, ~~four~~three investments in real estate-related loans, and 7079 investments in real estate-related debt securities. The Company currently operates in ~~six~~five reportable segments: ~~multifamily,~~rental housing, net lease, office, logistics, ~~single-family rental, net lease~~ and real estate-related loans and securities. Rental housing includes multifamily and single-family rental homes. Effective ~~September~~June 30, ~~2022,~~2023, the Company made changes to its reportable segments as detailed in Note 14. ~~Investments in unconsolidated entities are included in the respective property segment as further described in Note 4. Financial results by segment are reported in Note 14.~~

Table of Contents

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. Certain comparative figures have been reclassified to conform to the current year presentation. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 filed with the SEC.

The Company consolidates all entities in which it retains a controlling financial interest through majority ownership or voting rights and entities that meet the definition of a variable interest entity (“VIE”) for which it is deemed to be the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates the Operating Partnership because it has the ability to direct the most significant activities of the entities as its sole general partner. The Company also consolidates all VIEs for which it is the primary beneficiary. Where the Company does not have the power to direct the activities of the VIE that most significantly impact its economic performance, the Company’s interest for those partially owned entities are accounted for using the equity method of accounting. Equity method investments for which the Company has not elected a fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. When the Company elects the FVO, the Company records its share of net asset value of the entity and any related unrealized gains and losses.

The Operating Partnership and the Company’s joint ventures are considered to be VIEs. The Company consolidates these entities, excluding its equity method investments, because it has the ability to direct the most significant activities of the entities such as purchases, dispositions, financings, budgets, and overall operating plans.

For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as equity of the Company. The non-controlling joint venture partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the other partner is reported within non-controlling interest.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and accrued expenses at the date of the balance sheet. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of ~~September~~June 30, ~~2022.~~2023.

Investments in Real Estate

In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business.

The Company evaluates each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. Generally, acquisitions of real estate or in-substance real estate are not expected to meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. All property acquisitions to date have been accounted for as asset acquisitions because substantially all of the fair value was concentrated in the land, buildings and related intangible assets.

The Company capitalizes acquisition-related costs associated with asset acquisitions. Upon acquisition of a property, the Company assesses the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- or below-market leases, acquired in-place leases, and other intangible assets and assumed liabilities) and allocates the

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purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The estimated fair value of acquired in-place leases include the costs the Company would have incurred to lease the properties to their occupancy levels at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. The Company evaluates avoided costs over the time period over which occupancy levels at the date of acquisition would be achieved had the property been acquired vacant. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases are amortized over the remaining lease terms as a component of depreciation and amortization expense.

For acquired in-place leases, above- and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The values of acquired above- and below-market leases are amortized over the terms of the related leases and recognized as either increases (for below-market leases) or decreases (for above-market leases) to rental revenue. Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of the above- or below-market lease value is charged to rental revenue.

Significant improvements to properties are capitalized and depreciated over their estimated useful life. Expenditures for ordinary repairs and maintenance are expensed to operations as incurred.

The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:


Description						Depreciable Life
Building						30-40 years
Building and site improvements						5-21 years
Furniture, fixtures and equipment						1-9 years
Tenant improvements						Shorter of estimated useful life or lease term
In-place lease intangibles						Over lease term
Above and below market leases						Over lease term
Lease origination costs						Over lease term
Present value of tax abatement savings						Over tax abatement period

When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

The Company’s management reviews its real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. In reviewing the portfolio, the Company’s management examines the type of asset, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, changes in holding period, as well as any current correspondence that may have been had with the tenant, including property inspection reports. For each real estate asset for which indicators of impairment are identified, the Company performs a recoverability analysis that compares future undiscounted cash flows expected to result from the Company’s use and eventual disposition of the asset to its carrying value. If the undiscounted cash flow analysis yields an amount which is less than the asset’s carrying amount, an impairment loss will be recorded equal to the amount by which the carrying value of the asset exceeds its estimated fair value. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. During the periods presented, no such impairment occurred.

Assets Held for Sale

The Company classifies the assets and liabilities related to its real estate investments as held for sale when a sale is probable to occur within one year. The Company considers a sale to be probable when a binding contract has been executed, the buyer has posted a non-refundable deposit, and there are limited contingencies to closing. The Company classifies held for sale assets and

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liabilities at the lower of depreciated cost or fair value less closing costs. There were no properties held for sale as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Investments in Unconsolidated Entities

Investments in unconsolidated entities are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. The Company’s investments in unconsolidated entities are periodically assessed for impairment and an impairment loss would be recorded when the fair value of the investment falls below the carrying value and such decline is determined to be other-than-temporary. For further details on the Company’s investments in unconsolidated entities, see Note 4 to the Company’s Consolidated Financial Statements.

The Company has elected the FVO for its investment in unconsolidated entities and therefore reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations.

Investments in Real Estate-Related Loans and Securities

Real estate-related loans that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans are recorded at amortized cost, or outstanding unpaid principal balance less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans are expensed as incurred.

Interest income related to the Company’s loans is recognized based upon contractual interest rate and unpaid principal balance of the loans as a component of Income from real estate-related loans and securities on the ~~accompanying~~Company’s Consolidated Statements of Operations. Net deferred loan fees on originated loans are deferred and amortized as adjustments to interest income over the expected life of the loans using the effective yield method. Premium or discount on purchased loans are amortized as adjustments to interest income over the expected life of the loans using the effective yield method. When a loan is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan are recognized as additional interest income.

The Company assesses the collectability of its real estate-related loans to estimate credit losses over the contractual term of each loan on a periodic basis. The Company’s estimate of credit losses is based on relevant factors, including historical realized loss rates, current market conditions, and reasonable and supportable forecasts that affect the collectability of its investments. The Company also considers, among other things, payment status, lien position, borrower or tenant financial resources, and underlying collateral. The Company recognizes an allowance for ~~impairment and loans are considered~~credit loss when the carrying amount of a loan differs from the amount expected to be impaired when it is probable that the Company will not be able to collect all amounts due in accordance with contractual terms, including consideration of the underlying collateral value. As of September 30, 2022, each ofcollected. For further details on the Company’s ~~real estate-related loans was performing in accordance with its contractual terms and no impairment~~allowance for credit loss, ~~has been recognized.~~see Note 6 to the Company’s Consolidated Financial Statements.

The Company has elected to classify its real estate debt securities as trading securities and carry such investments at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security. Interest income from real estate-related debt securities is recorded as a component of Income from real estate-related loans and securities on the ~~accompanying~~Company’s Consolidated Statements of Operations.

Revenue Recognition

Rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties. Base rent is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Other rental revenues include amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income.

The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. In making this determination, the Company considers the length of time a receivable has been outstanding, tenant creditworthiness, payment history, available information about the financial condition of the tenant, and current economic trends, among other factors. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue. The Company will recognize revenue from such leases prospectively, based on actual amounts received. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance.

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Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.

Restricted Cash

Restricted cash primarily consists of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company’s transfer agent but in the name of the Company. The remaining

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balance of restricted cash primarily consists of amounts in escrow related to real estate taxes, construction reserves and insurance in connection with mortgages at certain of the Company’s property and tenant security deposits.

Trading Securities

Trading securities consist of U.S. government securities that are available to support ~~our~~the Company’s current operations and liquidity. Trading securities ~~have been classified as available-for-sale securities and~~ are measured at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security and is recorded as a component of Income from real estate-related loans and securities on the ~~accompanying~~Company’s Consolidated Statements of Operations. ~~The Company did not hold any trading securities as of September 30, 2022 and December 31, 2021.~~

Foreign Currency

In the normal course of business, the Company makes investments in real estate outside the United States ~~(“U.S.”)~~ through subsidiaries that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rate at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Gains and losses from translation of foreign denominated transactions into U.S. dollars are included in current results of operations as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations.

Deferred Charges

The Company’s deferred charges include financing and leasing costs. Deferred financing costs include legal, structuring, and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage notes and term loans are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments. Deferred financing costs related to the Company’s revolving credit facility are recorded as a component of Other ~~Assets~~assets on the Company’s Consolidated Balance Sheets and amortized over the term of the applicable financing agreements. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage and legal fees, are recorded as a component of Other assets on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes and, with regard to its non-U.S. investments, changes in foreign currency exchange rates. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate and currency rate risk. These financial instruments may include ~~interest-rate~~interest rate swaps and other derivative contracts. Upfront costs paid in connection with acquiring interest rate swaps and caps are amortized over the term of the applicable derivative instrument as a component of Interest expense on the Company’s Consolidated Statements of Operations.

The Company recognizes all derivatives as either assets or liabilities in the ~~accompanying~~Company’s Consolidated Balance Sheets and measures those instruments at fair value. Changes in the fair values of the Company’s derivatives are recorded in current-period earnings as a component of Unrealized gain (loss) ~~gain~~ on investments, net on the ~~accompanying~~Company’s Consolidated Statements of Operations. The Company recognized ~~$1.8~~$3.6 million and ~~$7.6~~$0.5 million of net unrealized gains on its derivative instruments during the three and six months ended June 30, 2023, respectively. The Company recognized $6.3 million and $5.8 million of net unrealized losses on its derivative instruments during the three and ~~nine~~six months ended ~~September~~June 30, 2022, respectively. Realized gains or losses on foreign currency derivatives are recorded as Realized gain on financial instruments in the ~~accompanying~~Company’s Consolidated Statements of Operations. The Company recognized ~~$3.3~~$0.0 million and ~~$10.4~~$0.1 million of realized gains on its foreign currency swap contracts during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively. The Company ~~did not have any~~recognized a $7.1 million realized ~~gains~~gain on its foreign currency swap contracts during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~

~~As of September 30, 2022, the Company’s derivative instruments consisted of the following:~~

Number of Instruments Notional Amount Weighted Average Strike Rate Weighted Average Maturity (years)
Interest Rate Swaps 1 $ 33,800,000 0.7% 1.9
Interest Rate Caps 2 $ 90,350,000 2.7% 0.9
Foreign Currency Swap Contracts 1 £ 73,300,000 N/A 0.8

2022.

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As of June 30, 2023, the Company’s derivative instruments consisted of the following ($ and £ in thousands):


	Number of Instruments	Notional Amount		Weighted Average Strike Rate	Weighted Average Maturity (years)
Interest Rate Swaps	2	$	283,800	2.4%	4.2
Interest Rate Caps	3	$	170,350	4.3%	0.6
Foreign Currency Swap Contracts(1)	1	£	62,100	N/A	1.1


(1)			The Company’s foreign currency swap matured in August 2023, at which time the Company entered into a new foreign currency swap contract with a one-year term for the same notional amount.

Fair Value Measurement

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

Valuation of Assets and Liabilities Measured at Fair Value

The Company’s investments in real estate-related securities and trading securities are reported at fair value. The Company generally determines the fair value of its investments in real estate-related securities and trading securities by utilizing third-party pricing service providers. In determining the value of a particular investment, the pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. The inputs used in determining the Company’s real estate-related securities and trading securities reported at fair value are considered Level 2.

The Company’s derivative financial instruments are reported at fair value. The fair ~~value~~values of the Company’s interest rate ~~swap is~~swaps are determined using a discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for the Company’s nonperformance risk. The fair ~~value~~values of the Company’s interest rate ~~cap is~~caps are determined using models developed by the respective counterparty as well as third-party pricing service providers that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). The fair value of the Company’s foreign currency swap is determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying instruments. The inputs used in determining the Company’s derivative financial instruments reported at fair value are considered Level 2.

The Company has elected the FVO for its equity method investment and therefore, reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. The Company separately values the assets and liabilities of the equity method investment. To determine the fair value of the assets of the equity method investments, the Company utilizes a

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discounted cash flow methodology, taking into consideration various factors including discount rate and exit capitalization rate. The Company determines the fair value of the indebtedness of the equity method investment by modeling the cash flows required by the debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its ownership interest to the net asset value and reflects this amount as its equity method investment at fair value. The inputs used in determining the Company’s equity method investment carried at fair value are considered Level 3.

The Company’s carrying values of cash and cash equivalents, restricted cash, accounts receivable and other receivables, accounts payable, accrued liabilities and other liabilities approximate fair value because of the short-term nature of these instruments.

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The following table details the Company’s assets and liabilities measured at fair value on a recurring ~~basis:~~basis ($ in thousands):


		September 30, 2022								December 31, 2021									June 30, 2023								December 31, 2022
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:	Assets:																	Assets:
Investments in real estate-related securities	Investments in real estate-related securities	$	—	$	273,052,892	$	—	$	273,052,892	$	—	$	19,511,008	$	—	$	19,511,008	Investments in real estate-related securities	$	—	$	277,907	$	—	$	277,907	$	—	$	299,894	$	—	$	299,894
Investment in unconsolidated entities	Investment in unconsolidated entities	—		—		82,247,709		82,247,709		—		—		100,839,817		100,839,817		Investment in unconsolidated entities	—		—		79,600		79,600		—		—		80,591		80,591
Derivatives	Derivatives	—		11,816,827		—		11,816,827		—		1,514,258		—		1,514,258		Derivatives	—		16,234		—		16,234		—		4,349		—		4,349
Total	Total	$	—	$	284,869,719	$	82,247,709	$	367,117,428	$	—	$	21,025,266	$	100,839,817	$	121,865,083	Total	$	—	$	294,141	$	79,600	$	373,741	$	—	$	304,243	$	80,591	$	384,834
Liabilities:																		Liabilities:
Derivatives																		Derivatives	$	—	$	3,568	$	—	$	3,568	$	—	$	—	$	—	$	—
Total																		Total	$	—	$	3,568	$	—	$	3,568	$	—	$	—	$	—	$	—

The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 ~~inputs:~~inputs ($ in thousands):


	Investment in unconsolidated entities
Balance as of December 31, ~~2021~~2022	$	~~100,839,817~~80,591
Distributions of earnings from unconsolidated entities	~~(2,397,076)~~
~~Included in net loss~~(2,333)
Unrealized ~~loss~~gain on investments ~~net~~	~~(16,195,032)~~1,342
Balance as of ~~September~~June 30, ~~2022~~2023	$	~~82,247,709~~79,600

The following tables contain the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):

June 30, 2023

Fair Value

Valuation Technique

Unobservable Inputs

Average

Impact to Valuation from an Increase in Input

Investments in unconsolidated entities

79,600

Discounted cash flow

Discount Rate

5.9

Decrease

Exit Capitalization Rate

4.8

Decrease

December 31, 2022

Fair Value

Valuation Technique

Unobservable Inputs

Average

Impact to Valuation from an Increase in Input

Investments in unconsolidated entities

80,591

Discounted cash flow

Discount Rate

5.5

Decrease

Exit Capitalization Rate

4.8

Decrease

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Valuation of Liabilities Not Measured at Fair Value

The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an appropriate discount rate. Additionally, the Company considers current market rate and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. As of ~~September~~June 30, ~~2022,~~2023, the fair value of the Company’s mortgage loans and other indebtedness was approximately $27.1 million below the outstanding principal balance.

Income Taxes

The Company believes that it qualifies to be taxed as a REIT for U.S. federal income tax purposes. The Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

The Company has formed ~~wholly-owned~~wholly owned subsidiaries that are taxed as taxable REIT subsidiaries (“TRSs”) that are subject to taxation at the federal, state and local levels, as applicable. In general, a TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate-related business. The Company will account for applicable income taxes by utilizing the asset and liability method. As such, the Company will record deferred tax assets and liabilities for the future tax consequences resulting from the difference between the carrying value of existing assets and liabilities and their respective tax basis. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset mymay not be realized.

Organization and Offering Expenses

Organizational expenses are expensed as incurred on the ~~Company's~~Company’s Consolidated Statements of Operations, and offering costs are charged to equity as incurred on the Company’s Consolidated Statements of Changes in Stockholders’ Equity.

The Adviser and its affiliates advanced $12.5 million of organization and offering expenses on the Company’s behalf through July 5, 2022, and the Company reimburses the Adviser for all such advanced expenses ratably over the 60 months following July 6, 2022. Additionally, the Adviser ~~has agreed to advance~~advanced $1.1 million of organization and offering costs from July 6, 2022 through July 5, 2023, and the Company ~~will reimburse~~reimburses the Adviser for all such advanced expenses ratably over the 60 months following July 6, 2023. ~~As of September 30, 2022, the Adviser has advanced $0.2 million of organization and offering expenses on the Company's behalf for expenses paid from July 6, 2022 through September 30, 2022.~~ Any amount due to the Adviser but not paid is recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

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Earnings Per Share

The Company uses the two-class method in calculating earnings per share (“EPS”) when it issues securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company when, and if, the Company declares dividends on its common stock. Basic earnings per share (“Basic EPS”) for the Company’s common stock are computed by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding for the period, respectively. Diluted earnings per share (“Diluted EPS”) is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.

The Company includes unvested shares of restricted stock in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. Any anti-dilutive securities are excluded from the diluted EPS calculation. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, there were no dilutive participating securities.

Stockholder Servicing Fee

The Company has entered into a dealer manager agreement with Brookfield Oaktree Wealth Solutions LLC, a registered broker-dealer affiliated with the Adviser (“Dealer Manager”), to serve as the dealer manager for the Current Offering. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees of up to 3.5% of the transaction price and ongoing stockholder servicing fees of 0.85% per annum of the aggregate NAV for outstanding Class S and Class T shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. The Dealer Manager is entitled to receive upfront selling commissions of up to 1.5% of the transaction price and ongoing stockholder servicing fees of 0.25% per annum of the aggregate NAV for outstanding Class D shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. There are no upfront selling commissions, dealer manager fees or ongoing stockholder servicing fees with respect to Class I shares. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Current Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers. The Company accrues the full cost of the stockholder servicing fee as an offering cost at the time each

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Class T, Class S and Class D share is sold, which is recorded as a component of Due to affiliates in the ~~Company's~~Company’s Consolidated Balance Sheets.

The Company previously accrued upfront selling commissions and ongoing stockholder servicing fees on a monthly basis as incurred and recorded the monthly accrual as a reduction of additional paid-in capital as part of the offering costs on the Company's Consolidated Statements of Changes in Stockholders' Equity. During the quarter ended September 30, 2021, the Company determined that it should have accrued the full cost of stockholder servicing fees for Class S shares at the time the shares were issued based on the contractual cap of 8.75% of gross proceeds (no Class T or Class D shares had been issued prior to September 30, 2021). The Company assessed the cumulative impact of the error on accounts payable, accrued expenses and other liabilities and additional paid-in capital as of and for the years ended December 31, 2020 and 2019. In accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 (“SAB 108”), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company assessed the materiality of this correction on its financial statements for the years ended December 31, 2020 and 2019. As a result of its analysis, the Company recorded a $12.3 million reduction to equity and a corresponding increase in accounts payable, accrued expenses and other liabilities as of September 30, 2021. The Company concluded the effect was not material to its financial statements for any prior period nor the current year and, as such, those financial statements are not materially misstated.

Recent Accounting Pronouncements

In ~~June 2016,~~March 2020, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to amend the accounting for credit losses for certain financial instruments. The standard replaced the incurred loss impairment methodology pursuant to GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. As of January 1, 2022, the Company adopted this guidance and it did not have a material impact on the Company’s Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842), and related ASU’s subsequently issued (collectively, "ASC 842"), which requires lessees to classify leases as either finance or operating leases based on certain criteria and record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. As of January 1, 2022, the Company adopted the lease guidance. The Company’s rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties under operating leases. The Company elected to apply the practical expedient available under ASC 842, for all classes of assets, not to segregate the lease components from the non-lease components when accounting for operating leases. Since the lease component is the predominant component under each of these leases, combined revenues from both the lease and non-lease

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components are accounted for in accordance with ASC 842 and reported as rental revenues in the accompanying Consolidated Statements of Operations. As of September 30, 2022, the Company had no investments in real estate subject to ground leases and has therefore not recorded any right-of-use assets and lease liabilities in the Company’s Consolidated Financial Statements.

~~In March 2020, the FASB~~ issued guidance which provides temporary optional expedients and exceptions ~~to the~~for applying U.S. GAAP ~~guidance on contract modifications~~to contracts, hedging relationships and ~~hedge accounting to ease the financial reporting burdens of the expected market transition from~~other transactions that reference the London Interbank ~~Offer~~Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform Accounting Standards Update (“ASU”) 2020-04, and 2022-06 - Reference Rate Reform (“Topic 848”). Among other things, for all types of hedging relationships, Topic 848 allows an entity to change the reference rate and other ~~interbank offered rates~~critical terms related to ~~alternative~~ reference ~~rates.~~rate reform without having to remeasure the value or reassess a previous accounting determination. The amendments in this guidance ~~is effective upon issuance and generally~~ may be ~~elected over time~~applied immediately on a prospective basis to any related changes through December 31, ~~2022. The~~2024. During the three months ended June 30, 2023, the Company ~~has~~entered into loan modifications in connection with the transition from LIBOR to Secured Overnight Financing Rate (“SOFR”) for its variable rate loans and applied the practical expedient to all such modifications. As of June 30, 2023, the Company adopted the guidance and it did not ~~adopted any of~~have a significant impact on the ~~optional expedients~~Company’s consolidated financial statements or exceptions through September 30, 2022, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve.disclosures.

3. Investments in Real Estate

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company’s investments in real estate, net, consisted of the ~~following:~~following ($ in thousands):


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Building and building improvements	Building and building improvements	$	1,316,872,026	$	874,834,206	Building and building improvements	$	1,324,184	$	1,321,137
Land and land improvements	Land and land improvements	258,853,968		164,901,074		Land and land improvements	262,061		261,487
Tenant improvements	Tenant improvements	34,912,786		35,591,724		Tenant improvements	34,817		34,468
Furniture, fixtures and equipment	Furniture, fixtures and equipment	24,402,118		11,061,146		Furniture, fixtures and equipment	26,984		25,996
Accumulated depreciation	Accumulated depreciation	(51,205,961)		(20,629,840)		Accumulated depreciation	(85,317)		(62,124)
Investments in real estate, net	Investments in real estate, net	$	1,583,834,937	$	1,065,758,310	Investments in real estate, net	$	1,562,729	$	1,580,964

Acquisitions

During the ~~nine~~six months ended ~~September~~June 30, 2023, the Company acquired $1.7 million of real estate investments, which were comprised of six single-family rental homes.

During the year ended December 31, 2022, the Company acquired ~~$545.2~~$550.4 million of real estate investments, which were comprised of three ~~multifamily~~rental housing properties, two logistics properties and ~~447~~466 single-family rental ~~properties.~~

During the year ended December 31, 2021, the Company acquired $852.9 million of real estate investments, which were comprised of five multifamily properties, three logistics properties, one net-lease property and 14 single-family rental properties.homes.

The following table provides further details of the properties acquired during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and year ended December 31, ~~2021:~~2022 ($ in thousands):

Investment Ownership Interest Location Segment Acquisition Date Square Feet/Units
Purchase Price(1)
1110 Key Federal Hill 100% Baltimore, MD Multifamily September 2021 224 $ 75,152,886
Domain 100% Orlando, FL Multifamily November 2021 324 74,157,027
The Burnham 100% Nashville, TN Multifamily November 2021 328 129,057,027
6123-6227 Monroe Ct 100% Morton Grove, IL Logistics November 2021 208,000 17,264,728
8400 Westphalia Road 100% Upper Marlboro, MD Logistics November 2021 100,000 27,960,931
McLane Distribution Center 100% Lakeland, FL Logistics November 2021 211,000 26,754,957
Flats on Front 100% Wilmington, NC Multifamily December 2021 273 97,728,205
Verso Apartments 100% Beaverton, OR Multifamily December 2021 172 74,215,860
DreamWorks Animation Studios 100% Glendale, CA Net Lease December 2021 497,000 326,743,229
Single-Family Rentals 100% Various Single-Family Rental Various 2021 14 3,839,927
2626 South Side Flats 100% Pittsburgh, PA Multifamily January 2022 264 92,459,116
2003 Beaver Road 100% Landover, MD Logistics February 2022 38,000 9,646,428
187 Bartram Parkway 100% Franklin, IN Logistics February 2022 300,000 28,911,945
The Parker 100% Alexandria, VA Multifamily March 2022 360 136,778,942
Briggs & Union 100% Mount Laurel, NJ Multifamily April 2022 490 158,647,833
Single-Family Rentals 100% Various Single-Family Rental Various 2022 447 118,716,831
$ 1,398,035,872


Investment	Ownership Interest	Location	Segment	Acquisition Date	Square Feet/Units	Purchase Price(1)
2626 South Side Flats	100%	Pittsburgh, PA	Rental Housing	January 2022	264	$	92,459
2003 Beaver Road	100%	Landover, MD	Logistics	February 2022	38,000	9,646
187 Bartram Parkway	100%	Franklin, IN	Logistics	February 2022	300,000	28,912
The Parker at Huntington Metro	100%	Alexandria, VA	Rental Housing	March 2022	360	136,779
Briggs + Union	100%	Mount Laurel, NJ	Rental Housing	April 2022	490	158,648
Single-Family Rentals	100%	Various	Rental Housing	Various 2022	466	123,995
Single-Family Rentals	100%	Various	Rental Housing	Various 2023	6	1,681
						$	552,120


(1)			Purchase price is inclusive of closing costs.

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The following table summarizes the purchase price allocation of the properties acquired during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and year ended December 31, ~~2021:~~2022 ($ in thousands):

September 30, 2022 December 31, 2021
Building and building improvements $ 448,874,257 $ 660,098,315
Land and land improvements 77,153,366 145,611,087
Tenant improvements 1,232,492 24,991,410
Furniture, fixtures and equipment 9,530,183 6,307,805
In-place lease intangibles 5,664,090 32,518,944
Lease origination costs 901,606 8,534,907
Tax abatement intangible 2,194,578 3,054,438
Above-market lease intangibles 64,995 178,101
Below-market lease intangibles (454,469) (28,420,233)
Total purchase price(1)
545,161,098 852,874,774
Assumed debt(2)
— 132,550,000
Net purchase price $ 545,161,098 $ 720,324,774


	June 30, 2023		December 31, 2022
Building and building improvements	$	1,418	$	453,211
Land and land improvements	263		78,095
Tenant improvements	—		1,232
Furniture, fixtures and equipment	—		9,530
In-place lease intangibles	—		5,664
Lease origination costs	—		902
Tax abatement intangible	—		2,195
Above-market lease intangibles	—		65
Below-market lease intangibles	—		(454)
Total purchase price(1)	$	1,681	$	550,440


(1)			Purchase price is inclusive of closing costs.
~~(2)~~			~~Refer to Note 9 for additional details on the Company’s mortgage loans and indebtedness.~~

4. Investments in Unconsolidated Entities

The Company holds an investment in an unconsolidated joint venture that it has elected to account for using the FVO, as the Company’s ownership interest in the joint venture does not meet the requirements for consolidation.

On November 2, 2021, the Company acquired a 20% interest in Principal Place, a net lease property located in London, United Kingdom, through an indirect interest in the joint venture that owns the property. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair value of the Company’s interest in Principal Place was ~~$82.2~~$79.6 million and ~~$100.8 million, respectively.~~

On November 2, 2021, the Company sold its ownership interest in Ezlyn, a multifamily property, to an affiliate of the Oaktree Adviser for $42.4 million of consideration, consisting of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. In connection with the Ezlyn disposition, the Company recognized a realized gain on sale of $19.5 million and recorded the preferred equity interest using the equity method of accounting. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. As of December 31, 2021, the Company’s carrying value of its preferred equity interest was $28.8 million. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million of cash.

~~As of September 30, 2022 and December 31, 2021, investments in unconsolidated entities were $82.2 million and $129.7~~$80.6 million, respectively.

The following tables provide summarized financial information of the joint venture that owns Principal Place as of and for the periods set forth ~~below. No comparable financial information has been presented for the three and nine months ended September 30, 2021, as the Company acquired its interest~~below ($ in ~~the joint venture in November 2022.~~thousands):


		As of September 30, 2022		As of December 31, 2021			As of June 30, 2023		As of December 31, 2022
Total Assets	Total Assets	$	949,384,388	$	1,133,943,189	Total Assets	$	1,053,717	$	1,019,861
Total Liabilities	Total Liabilities	554,707,800		640,809,702		Total Liabilities	630,999		602,652
Total Equity	Total Equity	$	394,676,588	$	493,133,487	Total Equity	$	422,718	$	417,209


							Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022			2023		2022		2023		2022
Total Revenues	Total Revenues	$	10,650,077	$	35,462,869	Total Revenues	$	12,010	$	11,394	$	23,483	$	24,813
Total Expenses	Total Expenses	12,490,887		39,347,710		Total Expenses	13,949		13,046		26,786		26,857
Net Loss	Net Loss	$	(1,840,810)	$	(3,884,841)	Net Loss	$	(1,939)	$	(1,652)	$	(3,303)	$	(2,044)

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5. Intangibles

The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


Intangible assets	Intangible assets	September 30, 2022		December 31, 2021		Intangible assets	June 30, 2023		December 31, 2022
In-place lease intangibles	In-place lease intangibles	$	35,493,654	$	41,209,749	In-place lease intangibles	$	32,610	$	33,141
Lease origination costs	Lease origination costs	13,526,052		12,610,735		Lease origination costs	13,883		13,667
Lease inducements	Lease inducements	1,708,038		1,708,038		Lease inducements	2,632		1,708
Tax intangibles	Tax intangibles	5,249,016		3,054,438		Tax intangibles	5,249		5,249
Above-market lease intangibles	Above-market lease intangibles	243,096		183,854		Above-market lease intangibles	114		114
Total intangible assets	Total intangible assets	56,219,856		58,766,814		Total intangible assets	54,488		53,879
Accumulated amortization
Accumulated amortization:						Accumulated amortization:
In-place lease intangibles	In-place lease intangibles	(6,065,313)		(8,082,379)		In-place lease intangibles	(5,526)		(4,823)
Lease origination costs	Lease origination costs	(2,562,393)		(972,556)		Lease origination costs	(3,473)		(2,887)
Lease inducements	Lease inducements	(723,832)		(533,673)		Lease inducements	(914)		(787)
Tax intangibles	Tax intangibles	(500,892)		(20,544)		Tax intangibles	(1,004)		(669)
Above-market lease intangibles	Above-market lease intangibles	(26,117)		(5,753)		Above-market lease intangibles	(27)		(18)
Total accumulated amortization	Total accumulated amortization	(9,878,547)		(9,614,905)		Total accumulated amortization	(10,944)		(9,184)
Intangible assets, net	Intangible assets, net	$	46,341,309	$	49,151,909	Intangible assets, net	$	43,544	$	44,695

Intangible liabilities
Intangible liabilities:						Intangible liabilities:
Below-market lease intangibles	Below-market lease intangibles	$	(28,919,583)	$	(28,520,699)	Below-market lease intangibles	$	(28,919)	$	(28,919)
Accumulated amortization	Accumulated amortization	1,107,191		136,314		Accumulated amortization	2,118		1,444
Intangible liabilities net		$	(27,812,392)	$	(28,384,385)
Intangible liabilities, net						Intangible liabilities, net	$	(26,801)	$	(27,475)

The weighted average amortization periods of the ~~Company's~~Company’s intangible assets is ~~145~~179 months and intangible liabilities is 266 months.

The following table details the Company’s future amortization of intangibles for each of the next five years and thereafter as of ~~September~~June 30, ~~2022:~~2023 ($ in thousands):


		In-place Lease Intangibles		Above-market Lease Intangibles		Other Intangibles		Below-market Lease Intangibles			In-place Lease Intangibles		Above-market Lease Intangibles		Other Intangibles		Below-market Lease Intangibles
2022 (remaining)		$	908,606	$	7,993	$	637,591	$	(337,057)
2023		2,445,902		31,972		2,444,735		(1,348,228)
2023 (remaining)										2023 (remaining)	$	1,161	$	9	$	1,353	$	(674)
2024	2024	2,036,902		31,972		2,253,859		(1,344,533)		2024	2,010		18		2,542		(1,345)
2025	2025	1,876,520		31,972		2,126,258		(1,339,796)		2025	1,867		18		2,413		(1,340)
2026	2026	1,699,216		31,972		1,847,066		(1,332,185)		2026	1,678		18		2,128		(1,332)
2027	2027	1,540,718		21,312		1,547,083		(1,327,356)		2027	1,521		7		1,823		(1,327)
2028										2028	1,436		5		1,386		(1,327)
Thereafter	Thereafter	18,920,477		59,786		5,839,397		(20,783,237)		Thereafter	17,411		12		4,728		(19,456)
Total	Total	$	29,428,341	$	216,979	$	16,695,989	$	(27,812,392)	Total	$	27,084	$	87	$	16,373	$	(26,801)

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6. Investments in Real Estate-Related Loans and Securities

The following table summarizes the components of investments in real estate-related loans and securities as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Real estate-related loans	Real estate-related loans	$	33,066,338	$	35,563,370	Real estate-related loans	$	31,509	$	32,760
Real estate-related securities	Real estate-related securities	273,052,892		19,511,008		Real estate-related securities	277,907		299,894
Total investments in real estate-related loans and securities	Total investments in real estate-related loans and securities	$	306,119,228	$	55,074,378	Total investments in real estate-related loans and securities	$	309,416	$	332,654

The following tables detail the Company’s real estate-related loan investments as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


						September 30, 2022											June 30, 2023
Investment	Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Carrying Amount		Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Allowance Adjustment		Carrying Amount
IMC/AMC Bond Investment	IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(99,705)	$	24,900,295	IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000	$	(35)	$	—	$	24,965
111 Montgomery(2)		The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2023	Principal due at maturity(3)	209,906		(52,548)		157,358
The Avery Senior Loan(2)	The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023	Principal due at maturity(3)	6,469,266		(20,052)		6,449,214		The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023(3)	Principal due at maturity(4)	6,315		—		(1,062)		5,253
The Avery Mezzanine Loan(2)	The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023	Principal due at maturity(3)	1,563,969		(4,498)		1,559,471		The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023(3)	Principal due at maturity(4)	1,529		—		(238)		1,291
Total	Total					$	33,243,141	$	(176,803)	$	33,066,338	Total					$	32,844	$	(35)	$	(1,300)	$	31,509


					December 31, 2022
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Carrying Amount
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000	$	(78)	$	24,922
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023(3)	Principal due at maturity(4)	6,315		(5)		6,310
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023(3)	Principal due at maturity(4)	1,529		(1)		1,528
Total					$	32,844	$	(84)	$	32,760


(1)			The term “L” refers to the one-month US dollar-denominated LIBOR. As of ~~September~~June 30, 2023 and December 31, 2022, one-month LIBOR was equal to ~~3.14%.~~5.22% and 4.39%, respectively.
(2)			The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
(3)			The Sub-Adviser is negotiating a loan ~~agreement requires mandatory prepayments simultaneous~~modification with the ~~closing of the sale of any condominium unit.~~

December 31, 2021
Investment Collateral
Interest Rate(1)
Maturity Date Payment Terms Face Amount Unamortized Discount/Origination Fees Carrying Amount
IMC/AMC Bond Investment International Markets Center
AmericasMart Atlanta L+6.15% December 2023 Principal due at maturity $ 25,000,000 $ (163,601) $ 24,836,399
111 Montgomery(2)
The 111 Montgomery Street Condominium
Brooklyn, New York L+7.00% February 2023
Principal due at maturity(3)
1,439,853 (91,409) 1,348,444
The Avery Senior Loan(2)
The Avery Condominium
San Francisco, California L+7.30% February 2023
Principal due at maturity(3)
7,655,908 (65,170) 7,590,738
The Avery Mezzanine Loan(2)
The Avery Condominium
San Francisco, California L+12.50% February 2023
Principal due at maturity(3)
1,802,408 (14,619) 1,787,789
Total $ 35,898,169 $ (334,799) $ 35,563,370

		borrower.
~~(1)~~(4)	~~The term “L” refers to the one-month US dollar-denominated LIBOR. As of December 31, 2021, one-month LIBOR was equal to 0.10%.~~
~~(2)~~	The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
~~(3)~~	The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~year ended December 31, 2021,~~2022, the Company received aggregate net repayments of ~~$4.1~~$0.0 million and ~~$5.8~~$1.6 million, respectively.

For the three and six months ended June 30, 2023, the Company recognized a $1.3 million allowance adjustment for estimated credit loss, which is recorded as a component of Income from real estate-related loans and securities on the Company’s Consolidated Statements of Operations. The allowance adjustment is related to The Avery Senior Loan and The Avery Mezzanine Loan and is based on the expected timing of loan repayments, forecasted cash flows from the underlying collateral, and the current macroeconomic environment. The Company estimates its credit loss allowance primarily using the discounted cash flow method based on projected future principal cash flows for each individual loan. For the three and six months ended June 30, 2022, no allowance for expected credit loss was recognized. There have been no write-offs related to the Company’s investments in real estate-related loans.

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The Company’s investments in real estate-related securities consist of commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”), and corporate bonds. The following tables detail the Company’s investments in real estate-related securities as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


		September 30, 2022										June 30, 2023
Type of Security	Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value		Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS - floating	CMBS - floating	31	L+3.62%	November 2025	$	174,332,123	$	165,952,679	$	165,706,870	CMBS - floating	33	L+3.58%	October 2025	$	170,731	$	162,687	$	163,925
CMBS - fixed	CMBS - fixed	6	4.38%	July 2024	46,000,000		43,300,161		43,136,403		CMBS - fixed	7	4.51%	September 2024	54,458		49,722		47,499
RMBS - floating	RMBS - floating	8	L+2.30%	October 2024	24,138,056		20,493,036		20,510,550		RMBS - floating	11	L+2.30%	February 2025	23,860		23,524		23,781
RMBS - fixed	RMBS - fixed	24	4.13%	December 2025	53,553,000		42,642,573		41,785,319		RMBS - fixed	28	4.81%	June 2026	45,231		43,950		42,702
Corporate bonds		1	4.75%	March 2029	2,500,000		2,075,000		1,913,750

Total	Total	70	5.78%	August 2025	$	300,523,179	$	274,463,449	$	273,052,892	Total	79	7.24%	August 2025	$	294,280	$	279,883	$	277,907


		December 31, 2021										December 31, 2022
Type of Security	Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value		Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS - floating	CMBS - floating	4	L+4.00%	February 2030	$	19,760,000	$	17,790,125	$	19,511,008	CMBS - floating	33	L+3.64%	November 2025	$	177,192	$	169,014	$	168,765
CMBS - fixed											CMBS - fixed	10	4.54%	June 2024	74,771		69,705		69,555
RMBS - floating											RMBS - floating	8	L+2.46%	November 2024	19,325		19,048		19,175
RMBS - fixed											RMBS - fixed	24	4.69%	February 2026	42,989		41,658		40,414
Corporate bonds											Corporate bonds	1	4.75%	March 2029	2,500		2,075		1,985
Total	Total	4	L+4.00%	February 2030	$	19,760,000	$	17,790,125	$	19,511,008	Total	76	6.63%	July 2025	$	316,777	$	301,500	$	299,894


(1)			The term “L” refers to the relevant floating benchmark rates, which include USD LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, one-month LIBOR was equal to ~~3.14%~~5.22% and ~~0.10%~~4.39%, respectively. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, SOFR was equal to ~~2.98%~~5.09% and ~~0.05%~~4.30%, respectively.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

During the three and ~~nine~~six months ended ~~September~~June 30, 2023, the Company recorded net unrealized losses on its investments in real estate-related securities of $1.3 million and $0.4 million, respectively, and net realized losses and gains on its real estate-related securities investments of $0.0 million and $0.2 million, respectively.

During the three and six months ended June 30, 2022, the Company recorded net unrealized losses on its real estate-related securities investments of ~~$1.8~~$0.6 million and ~~$3.2~~$1.3 million, respectively, and net realized ~~(losses)~~ gains on its real estate-related securities investments of ~~$(0.1)~~$0.0 million and $0.6 million, respectively. During the three and nine months ended September 30, 2021, the Company recorded net unrealized losses on its real estate-related securities investments of $0.2 million and $0.3 million, respectively. As of the three and nine months ended September 30, 2021, the Company recorded net realized gains of $0.3 million and $1.3$0.7 million, respectively. Such amounts are recorded as components of Other (expense) income ~~(expense)~~ on the Company’s Consolidated Statements of Operations.

7. Accounts and Other Receivables and Other Assets

The following ~~table summarizes~~tables summarize the components of ~~accounts~~Accounts and other receivables, net and ~~other~~Other assets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


Accounts and other receivables, net	Accounts and other receivables, net	September 30, 2022		December 31, 2021		Accounts and other receivables, net	June 30, 2023		December 31, 2022
Accounts receivable		$	2,610,723	$	1,258,307
Receivable for unsettled sales of real estate-related securities		5,892,583		—
Straight-line rent receivable		3,797,462		2,252,699
Straight-line rent receivables						Straight-line rent receivables	$	4,946	$	4,132
Accounts receivable, net						Accounts receivable, net	2,712		3,007
Interest receivable	Interest receivable	1,213,268		293,873		Interest receivable	1,626		1,243
Allowance for doubtful accounts		(106,983)		(48,768)

Total accounts and other receivables, net	Total accounts and other receivables, net	$	13,407,053	$	3,756,111	Total accounts and other receivables, net	$	9,284	$	8,382

Other assets	Other assets	September 30, 2022		December 31, 2021		Other assets	June 30, 2023		December 31, 2022

Deposits		$	727,232	$	6,808,716
Trading securities						Trading securities	$	29,678	$	15,918
Derivative instruments						Derivative instruments	16,234		4,349
Prepaid expenses	Prepaid expenses	2,569,405		2,181,765		Prepaid expenses	2,848		2,344
Capitalized fees, net		8,570		13,292
Derivative instruments		11,816,827		1,514,258
Other						Other	512		457
Acquisition deposits						Acquisition deposits	—		120
Total other assets	Total other assets	$	15,122,034	$	10,518,031	Total other assets	$	49,272	$	23,188

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8. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the components of ~~accounts~~Accounts payable, accrued expenses and other liabilities as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Stock repurchases payable						Stock repurchases payable	$	22,370	$	12,586
Accounts payable and accrued expenses						Accounts payable and accrued expenses	7,451		10,901
Distributions payable						Distributions payable	5,351		5,250
Real estate taxes payable	Real estate taxes payable	$	4,667,570	$	2,350,065	Real estate taxes payable	4,086		3,508
Accounts payable and accrued expenses		15,145,265		6,615,746
Accrued interest expense						Accrued interest expense	3,925		3,217
Derivative instruments						Derivative instruments	3,568		—
Tenant security deposits						Tenant security deposits	3,053		2,895
Prepaid rent	Prepaid rent	1,063,588		1,044,844		Prepaid rent	1,496		1,234
Accrued interest expense		3,006,211		509,213
Tenant security deposits		2,812,433		1,286,365
Distribution payable		4,929,430		2,822,987
Stock repurchases payable		6,254,074		1,593,971
Total accounts payable, accrued expenses and other liabilities	Total accounts payable, accrued expenses and other liabilities	$	37,878,571	$	16,223,191	Total accounts payable, accrued expenses and other liabilities	$	51,300	$	39,591

9. Mortgage Loans, Secured Term Loan and ~~Indebtedness~~Secured Credit Facility

The following table summarizes the components of ~~mortgage loans and~~total indebtedness, net as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022 ($ in thousands):


				Principal Balance Outstanding							Principal Balance Outstanding
Indebtedness	Indebtedness	Interest Rate(1)	Maturity Date	September 30, 2022		December 31, 2021		Indebtedness	Interest Rate(1)	Maturity Date(2)	June 30, 2023		December 31, 2022
Anzio Apartments mortgage loan	Anzio Apartments mortgage loan	L+1.59%	May 2029	$	44,400,000	$	44,400,000	Anzio Apartments mortgage loan	L+1.59% (7)	May 2029	$	44,400	$	44,400
Two Liberty Center mortgage loan	Two Liberty Center mortgage loan	L+1.50%	August 2024	62,085,155		62,085,155		Two Liberty Center mortgage loan	SOFR+1.60%(5)	August 2024	62,085		62,085
Lakes at West Covina mortgage loan	Lakes at West Covina mortgage loan	L+1.55%	February 2025	25,603,855		25,603,855		Lakes at West Covina mortgage loan	SOFR+1.66%(6)	February 2025	25,604		25,604
Arbors of Las Colinas mortgage loan	Arbors of Las Colinas mortgage loan	SOFR+2.24%	January 2031	45,950,000		45,950,000		Arbors of Las Colinas mortgage loan	SOFR+2.24%	January 2031	45,950		45,950
1110 Key Federal Hill mortgage loan	1110 Key Federal Hill mortgage loan	2.34%	October 2028	51,520,000		51,520,000		1110 Key Federal Hill mortgage loan	2.34%	October 2028	51,520		51,520
Domain mortgage loan	Domain mortgage loan	SOFR+1.50%	December 2026	48,700,000		48,700,000		Domain mortgage loan	SOFR+1.50%	December 2026	48,700		48,700
DreamWorks Animation Studios mortgage loan	DreamWorks Animation Studios mortgage loan	3.20%	March 2029	212,200,000		214,750,000		DreamWorks Animation Studios mortgage loan	3.20%	March 2029	212,200		212,200
Briggs + Union mortgage loan								Briggs + Union mortgage loan	SOFR+1.75%	December 2027	80,000		80,000
Secured Multifamily Term Loan	Secured Multifamily Term Loan	SOFR+1.70%	March 2025	372,760,000		—		Secured Multifamily Term Loan	SOFR+1.70%	March 2027	372,760		372,760
Secured Credit Facility(2)(3)		SOFR+1.95%	January 2023	251,618,200		244,401,821
Secured Credit Facility (3)								Secured Credit Facility (3)	SOFR+2.00%	January 2025	118,985		118,985
Affiliate Line of Credit(4)	Affiliate Line of Credit(4)	SOFR+2.25%	November 2023	—		105,000,000		Affiliate Line of Credit(4)	SOFR+2.25%	November 2023	—		—
Total indebtedness	Total indebtedness			1,114,837,210		842,410,831		Total indebtedness			1,062,204		1,062,204
Less: deferred financing costs, net	Less: deferred financing costs, net			(5,321,901)		(3,617,611)		Less: deferred financing costs, net			(6,342)		(7,907)
Total indebtedness, net	Total indebtedness, net			$	1,109,515,309	$	838,793,220	Total indebtedness, net			$	1,055,862	$	1,054,297


(1)			The term “L” refers to the one-month US dollar-denominated LIBOR. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, one-month LIBOR was ~~equal to 3.14%~~5.22% and ~~0.10%~~4.39%, respectively. ~~The term “SOFR” refers to the Secured Overnight Financing Rate.~~ As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, SOFR was ~~2.98%~~5.09% and ~~0.05%~~4.30%, respectively.
(2)			~~The~~Includes the fully extended maturity date for loans with extension options that are at the Company’s discretion and the Company assumed debt totaling $132.6 million in connection with the acquisition of Domain and The Burnham. The debt was refinanced in November 2021 with a $48.7 million mortgage loan secured by Domain and a $83.9 million borrowing on the Secured Credit Facility secured by The Burnham.currently expects to be able to exercise.
(3)			As of ~~September~~June 30, 2023 and December 31, 2022, borrowings on the Secured Credit Facility were secured by the following properties: ~~8400 Westphalia Road,~~ 6123-6227 Monroe Court, ~~McLane Distribution Center,~~ 2003 Beaver Road, 187 Bartram Parkway, ~~Briggs & Union~~ and certain properties in the Single Family Rental Portfolio. As of December 31, 2021, borrowings on the Secured Credit Facility were secured by the following properties: The Burnham, Flats on Front, Verso Apartments, 8400 Westphalia Road, 6123-6227 Monroe Court, and McLane Distribution Center.single-family rentals.
(4)			Borrowings under the Affiliate Line of Credit (defined below) bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.
(5)			In April 2023, the interest rate benchmark was converted from LIBOR to SOFR and the spread was adjusted from 1.50% to 1.60%.
(6)			In March 2023, the interest rate benchmark was converted from LIBOR to SOFR and the spread was adjusted from 1.55% to 1.66%.
(7)			Subsequent to June 30, 2023, the interest rate benchmark was converted from LIBOR to SOFR plus a 0.11% credit adjustment.

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The following table presents the future principal payments due under the Company’s mortgage loans and other indebtedness as of ~~September~~June 30, ~~2022:~~2023 ($ in thousands):


Year	Year	Amount		Year	Amount
2022 (remaining)		$	—
2023		251,618,200
2023 (remaining)				2023 (remaining)	$	—
2024	2024	62,400,036		2024	62,349
2025	2025	398,976,701		2025	145,183
2026	2026	50,039,682		2026	50,062
2027	2027	1,479,301		2027	454,275
2028				2028	53,100
Thereafter	Thereafter	350,323,290		Thereafter	297,235
Total	Total	$	1,114,837,210	Total	$	1,062,204

The mortgage loans, Secured Multifamily Term Loan (defined below), and Secured Credit Facility (defined below) are subject to various financial and operational covenants. These covenants require the Company to maintain certain financial ratios, which may include leverage, debt yield, and debt service coverage, among others. As of ~~September~~June 30, ~~2022,~~2023, the Company is in compliance with all of its loan covenants that could result in a default under such agreements. At Two Liberty Center, cash flows from the property are currently held in a restricted cash account due to a debt service coverage ratio requirement.

Mortgage Loans

During the ~~nine~~six months ended ~~September~~June 30, ~~2022 and~~2023, the Company did not obtain financing or repay any mortgage loans related to its properties. During the year ended December 31, ~~2021,~~2022, the Company obtained financing of ~~$212.2 million and $315.0 million, respectively,~~$1.1 billion in mortgage loans related to its properties, which were subject to customary terms and conditions. During the ~~nine months ended September 30, 2022 and the~~ year ended December 31, ~~2021,~~2022, the Company repaid ~~$214.8~~$730.6 million ~~and $53.0 million, respectively,~~ of mortgage loans.

Secured Multifamily Term Loan

In March 2022, the Company entered into a term loan (the “Secured Multifamily Term Loan”) providing for a senior secured loan with an aggregate principal amount of $372.8 million. Borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso, ~~Apartments,~~ 2626 South Side Flats and The ~~Parker.~~Parker at Huntington Metro. Borrowings under the Secured Multifamily Term Loan bear interest at a rate of SOFR plus 1.70%. The Secured Multifamily Term Loan matures onin March ~~21,~~ 2025, and has two one-year extension options, ~~to March 2026 and 2027,~~ subject to certain conditions.

Secured Credit Facility

In November 2021, the Company entered into a credit agreement with a lender (the “Secured Credit Facility”) providing for a senior secured credit facility to be used for the acquisition or refinancing of properties. Borrowings on the Secured Credit Facility are secured by certain properties owned by the Company.

The initial maximum aggregate principal amount of the facility was $250.0 million, which was increased to $500.0 million onin March 9, 2022. ~~Effective~~In May ~~15,~~ 2022, the interest rate benchmark was converted from LIBOR to ~~SOFR. Borrowings under the Secured Credit Facility bear interest at a rate of~~ SOFR plus 1.95%. The Secured Credit Facility had an initial maturity date ofin November 9, 2022, which was extended ~~until~~to January ~~9, 2023 in October~~2023.

In December 2022, ~~concurrent~~the Company refinanced the Secured Credit Facility with the ~~Company executing a term sheet with the lead lender to amend~~lender. The maximum aggregate principal amount of the facility was amended to $300.0 million, inclusive of a $100.0 million revolving credit amount which ~~would extend~~ the Company may repay and re-borrow upon request, subject to certain conditions. The Company may increase the available capacity on the Secured Credit Facility by an additional $1.2 billion, subject to lender approval. The Secured Credit Facility bears interest at a rate of SOFR plus 2.00% and has a maturity date toof January ~~2025, if consummated.~~ 2025.

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~$251.6~~$119.0 million ~~and $244.4 million, respectively,~~ of outstanding borrowings on the Secured Credit Facility.

Affiliate Line of Credit

In November 2021, the Company entered into a revolving line of credit with an affiliate of Brookfield (the “Affiliate Line of Credit”), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, and has one-year extension options subject to the lender’s approval. Effective November 2, 2022, the maturity date was extended to November 2, 2023, and the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~$0.0 and $105.0 million, respectively, of~~no outstanding borrowings on the Affiliate Line of Credit.

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10. Related Party Transactions

Advisory Agreement

Pursuant to the ~~Advisory Agreement,~~advisory agreement among the Adviser, the Operating Partnership and the Company (the “Advisory Agreement”), the Adviser is entitled to an annual management fee equal to 1.25% of the Company’s NAV on its Class C, Class D, Class I, Class S and Class T shares of common ~~shares~~stock (no management fee is paid on the Class E ~~common~~ shares), payable monthly, as compensation for the services it provides to the Company. Prior to the Adviser Transition, the Oaktree Adviser was entitled to an annual management fee equal to 1.00% of the Company’s NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser’s election, in cash or shares of the Company’s common stock. To date, the Adviser ~~and previously the Oaktree Adviser,~~ has elected to receive the management fee in Class I and Class E shares of the Company’s common stock.

During the three and ~~nine~~six months ended ~~September~~June 30, 2023, management fees earned by the Adviser were $3.6 million and $7.3 million, respectively. During the three and six months ended June 30, 2022, management fees earned by the Adviser were ~~$3.5~~$2.1 million and ~~$6.8~~$3.3 million, respectively.

During the ~~three and nine~~six months ended ~~September~~June 30, ~~2021,~~2023, the Company issued 554,307 unregistered Class I shares of common stock to the Adviser for the payment of management fees earned byfrom December 2022 through May 2023. The Company also had an accrued payable of $1.2 million related to the ~~Oaktree~~management fee as of June 30, 2023, which is included in Due to affiliates on the Company’s Consolidated Balance Sheets. During July 2023, the Adviser ~~were $0.6 million and $1.8 million, respectively. During the three and nine months ended September 30, 2022, the Company repurchased 73,289~~was issued 90,722 unregistered Class I ~~and 221,407 Class E common~~ shares ~~from~~as payment for the ~~Adviser for a total repurchase amount~~$1.2 million management fee accrued as of ~~$3.9 million. During the three and nine months ended September~~June 30, ~~2021, the Company repurchased 0 and 181,226 Class I common shares, respectively, from the Oaktree Adviser for total repurchase amounts of $0 and $2.0 million, respectively.~~2023.

The ~~Adviser, and prior to the Adviser Transition the Oaktree~~ Adviser is entitled to a performance fee based on the total return of the Company’s Class C, Class D, Class I, Class S and Class T common shares (no performance fee is paid on the Class E common shares). Total return is defined as distributions paid or accrued plus the change in the Company’s NAV, adjusted for subscriptions and repurchases. Pursuant to the Advisory Agreement, the performance fee is equal to 12.5% of the total return in excess of a 5% total return (after recouping any loss carryforward amount), subject to a catch-up. The performance fee becomes payable at the end of each calendar year and can be paid, at the Adviser’s election, in cash, shares of the Company’s common stock, or units of the Operating Partnership.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company recognized no performance fees ~~earned by the Adviser were $3.7 million and $11.9 million, respectively, which is recognized as Performance fee~~ in the Company’s Consolidated Statements of Operations. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, performance fees earned by~~2022, the ~~Oaktree Adviser were $3.7~~Company recognized $4.7 million and ~~$4.9~~$8.2 million, respectively, ~~which is recognized as Performance fee~~of performance fees in the Company’s Consolidated Statements of ~~Operations.~~

InOperations, respectively. The performance fee for 2022 became payable on December ~~2021,~~31, 2022, and in January 2023 the Company issued ~~429,430~~481,598 shares of Class I ~~shares of~~ common stock to the ~~Oaktree~~ Adviser as payment for the 2022 performance fee.

Repurchase of Adviser Shares

During the ~~2021 performance fee earned by the Oaktree Adviser through the date of the Adviser Transition. Such shares were issued at the NAV per share as of the date of the Adviser Transition. In December 2021,~~six months ended June 30, 2023, the Company repurchased ~~429,340~~outside of its share repurchase plan 1,039,789 shares of Class I ~~shares of~~ common stock from the ~~Oaktree~~ Adviser for a total ~~repurchase amount~~consideration of ~~$5.3~~$13.6 million.

~~In March 2022, the Company issued 186,362 Class E units of the Operating Partnership (“Class E OP Units”) as payment of the 2021 performance participation allocation earned by~~ There were no shares repurchased from the Adviser ~~from~~during the ~~date of the Adviser Transition through December 31, 2021. Such units were issued at the NAV per unit as of December 31, 2021. In~~six months ended June 2022, all such Class E OP Units were converted to 191,670 Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.30, 2022.

Sub-Adviser Agreements

The Adviser has engaged the Sub-Adviser to (i) perform the functions related to selecting and managing the Company’s liquid assets, including real estate-related debt securities, (the “Liquidity Sleeve”) pursuant to a sub-advisory agreement (the “Liquidity Sleeve Sub-Advisory Agreement”) and (ii) manage the Oaktree Option Investments (as defined below) pursuant to a separate sub-advisory agreement (the “Oaktree Assets Sub-Advisory Agreement” and together with the Liquidity Sleeve Sub-Advisory Agreement, the “Sub-Advisory Agreements”).

Pursuant to the Liquidity Sleeve Sub-Advisory Agreement, the Sub-Adviser provides services related to the acquisition, management and disposition of the Liquidity Sleeve in accordance with ~~our~~the Company’s investment objectives, strategy, guidelines, policies and limitations. Pursuant to the Oaktree Assets Sub-Advisory Agreement, the Sub-Adviser manages the Oaktree Option Investments. The fees paid to the Sub-Adviser pursuant to the Sub-Advisory Agreements will not be paid by the Company, but will instead be paid by the Adviser out of the management and performance fees that the Company pays to the Adviser.

The Sub-Adviser earns management and performance fees pursuant to the terms of the ~~Sub-Adviser Agreement.~~Sub-Advisory Agreements. These fees are paid by the Adviser out of the management and performance fees by the ~~Advisor;~~Adviser; therefore, no management or performance

~~Table of~~ ~~Contents~~

fees related to the Sub-Advisory Agreements have been recognized in the ~~accompanying~~Company’s Consolidated Statements of Operations.

Dealer Manager Agreement

The Company has engaged the Dealer Manager, a registered ~~broker dealer~~broker-dealer affiliated with the Adviser, as the dealer manager for the Current Offering. The Company pays to the Dealer Manager selling commissions, dealer manager fees and stockholder servicing fees in connection with sales of the Company’s common stock in the Current Offering. The Company accrues the full amount of the future stockholder servicing fees payable to the Dealer Manager for Class S, Class T, and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.

~~Acquisition~~

Table of ~~Investments~~Contents

On November 2, 2021, the Company acquired two multifamily properties and a 20% interest in a joint venture that owns a net lease property (the “Brookfield Portfolio”) from an affiliate of Brookfield. The aggregate consideration was $173.2 million, which was equal to the fair value of the net assets of the Brookfield Portfolio based on third-party appraisals of the properties. The Company issued 2,088,833 shares of Class E common stock and 12,380,554 Class E OP Units as consideration for the acquisitions. In June 2022, 12,310,303 of such Class E OP Units were converted to 12,660,957 Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.

~~Disposition of Investments~~

On November 2, 2021, the Company sold its interest in a multifamily property, Ezlyn, to an affiliate of the Oaktree Adviser for $105 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company’s NAV. The Company received net proceeds of $42.4 million, which consisted of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million.

On November 26, 2021, the Company sold a real estate-related loan, Atlantis Mezzanine Loan, to an affiliate of Brookfield for $25.0 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company’s NAV.

Advanced Organization and Offering Costs

The Adviser and ~~previously the Oaktree Adviser, has agreed to advance~~its affiliates advanced all of the Company’s organization and offering expenses ~~on its behalf~~ (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) the Company reimburses the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company ~~will reimburse~~reimburses the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. As part of the Adviser Transition, the Adviser acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser, which the Company reimburses to the Adviser ratably over the 60 months following July 6, 2022.

Affiliate Line of Credit

In November 2021, the Company entered into the Affiliate Line of Credit, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, and has continuous one-year extension options subject to the lender’s approval. Effective November 2, 2022, the maturity date was extended to November 2, 2023, and the interest rate benchmark was converted from LIBOR to SOFR. Borrowings underFor further details on the Affiliate Line of Credit, ~~bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender~~see Note 9 to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin. As of September 30, 2022 and December 31, 2021 there were $0.0 million and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.

~~Oaktree Line of Credit~~

On June 5, 2020, the Company entered into a line of credit (the “Oaktree Credit Agreement”) with an affiliate of Oaktree providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. Borrowings under the Oaktree Credit Agreement incurred interest at a rate of the then-current rate offered by a

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~~third-party lender, or, if no such rate was available, LIBOR plus 2.25%. The Oaktree Credit Agreement was terminated on November 2, 2021, the date of the Adviser Transition.~~Company’s Consolidated Financial Statements.

Brookfield Repurchase Arrangement

One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”) was issued shares of the Company’s common stock and Class E units of the Operating Partnership (“OP ~~Units~~Units”) in connection with its contribution of ~~the Brookfield Portfolio~~certain properties on November 2, ~~2021.~~2021 (the “Brookfield Portfolio”). The Company and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”) pursuant to which the Company and the Operating Partnership will offer to repurchase shares of common stock or ~~Operating Partnership units~~Class E OP Units from the Brookfield Investor at a price per unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and ~~Operating Partnership units~~Class E OP Units that it owns if doing so would bring the value of its equity holdings in the Company and the Operating Partnership below ~~$50~~$50.0 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and ~~Operating Partnership units~~Class E OP Units that it received in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that the Company’s NAV reaches $1.5 billion and (ii) the date that is the third anniversary of November 2, 2021. Following such date, the Brookfield Investor may cause the Company to repurchase its shares and ~~Operating Partnership units~~Class E OP Units (above the ~~$50~~$50.0 million minimum), in an amount equal to the sum of (a) the amount available under the Company’s share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Offering and the Company’s private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to the Company’s share repurchase plan. The Company will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under the share repurchase plan is not repurchased. The Brookfield Repurchase Arrangement does not apply to shares of common stock or units of the Operating Partnership held by affiliates of Brookfield that are feeder vehicles primarily created to offer interests in such feeder vehicles to non-U.S. persons. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company and the Operating Partnership did not repurchase any shares or ~~Operating Partnership units~~Class E OP Units from the Brookfield Investor as part of the Brookfield Repurchase Arrangement.

~~Oaktree Repurchase Agreement~~

On September 11, 2019, the board of directors of the Company, including a majority of the independent directors, adopted an arrangement with the Oaktree Investor (the “Oaktree Repurchase Agreement”) to repurchase any shares of the Company’s Class I common stock that Oaktree Investor, an affiliate of the Oaktree Adviser, acquired prior to the breaking of escrow in the Initial Public Offering. The board of directors approved the Oaktree Repurchase Agreement in recognition of the Oaktree Investor’s intent to subscribe for shares of the Company’s Class I common stock in an amount such that, together with all other subscriptions for the Company’s common stock, the escrow minimum offering amount would be satisfied. As of December 6, 2019, the Company satisfied the minimum offering requirement and the Company’s board of directors authorized the release of proceeds from escrow. As of such date, the escrow agent released gross proceeds of approximately $150.0 million (including approximately $86.9 million that was funded by the Oaktree Investor) to the Company in connection with the sale of shares of the Company’s common stock. Under the Oaktree Repurchase Agreement, subject to certain limitations, on the last calendar day of each month the Company will offer to repurchase shares of its common stock from the Oaktree Investor in an aggregate dollar amount (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions that month less (ii) the aggregate repurchase price (excluding any amount of the aggregate repurchase price paid using cash flow from operations not used to pay distributions) of shares repurchased by the Company that month from investors pursuant to the Company’s existing share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per share for each repurchase from the Oaktree Investor will be the lesser of (a) the $10.00 per share initial cost of the shares and (b) the transaction price in effect for the Class I shares at the time of repurchase. The repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of the Oaktree Investor’s shares. During the nine months ended September 30, 2021, the Company repurchased 6,186,397 shares for $61.9 million from the Oaktree Investor. On July 31, 2021, the Company repurchased the remaining shares subject to the Oaktree Repurchase Agreement and there are no shares outstanding subject to the Oaktree Repurchase Agreement.

~~Option Investment Purchase Agreement~~

~~The Company entered into an~~ Option Investments Purchase Agreement ~~with Oaktree on~~

On November 2, 2021, the Company and Oaktree entered into a purchase option agreement (the “Option Investments Purchase Agreement”) pursuant to which Oaktree will have the right to purchase the Operating Partnership’s entire interest in four properties (Anzio Apartments, Arbors of Las Colinas, Two Liberty Center, and Lakes at West ~~Covina), four~~Covina; collectively the “Equity Option Investments”) and five real estate-related ~~loan investments~~loans and securities (IMC/AMC Bond Investment, 111 Montgomery, The Avery Senior Loan, The Avery Mezzanine ~~Loan),~~Loan, and ~~one real estate-related security investment (BX~~BX 2019 IMC G)G; collectively the “Debt Option Investments” and, together with the Equity Option Investments, the “Oaktree Option Investments”). The 111 Montgomery loan was repaid in full by the borrower in November 2022 prior to the commencement of the option period. Pursuant to the Option Investments Purchase Agreement, Oaktree will have the right to purchase ~~these investments~~all of the Equity Option Investments or all of the Debt Option Investments, or both, subject to certain restrictions, for a period of 12twelve months following the earlier of (i) 18 months after November 2, 2021, the date of completion of the Adviser Transition, and (ii) the date on which the Company notifies Oaktree that it has issued in the aggregate $1$1.0 billion of ~~our~~the Company’s common stock to non-affiliates since November 2, 2021, at a price equal to the fair value of the ~~applicable~~Equity Option Investments and Debt Option Investments, as determined in connection with the

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Company’s most recently determined NAV immediately prior to the closing of such purchase. ~~As of September 30, 2022, the conditions to commence the~~The twelve month option period ~~have~~commenced on May 2, 2023. Oaktree has not ~~occurred.~~exercised its right to purchase the Oaktree Option Investments.

Brookfield ~~Subscription Agreement~~Investor Subscriptions

On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to ~~$83~~$83.0 million of Class E OP Units upon the request of the general partner of the Operating Partnership, of which the Company is the sole member. On December 1, 2021, the Brookfield Investor was issued 3,756,480 Class E OP Units in exchange for ~~$45~~$45.0 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E OP Units in exchange for ~~$38~~$38.0 million. On June 29,

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2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E OP Units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.

On April 3, 2023, the Brookfield Investor was issued 756,475 Class I shares in the Current Offering in exchange for $10.0 million. On May 1, 2023, the Brookfield Investor was issued 617,909 Class I shares in the Current Offering in exchange for $8.0 million. The Class I shares held by the Brookfield Investor in connection with the Brookfield Subscription Agreement and subsequent subscriptions are not subject to the Brookfield Repurchase Arrangement, but the Brookfield Investor may ~~be redeemed,~~request the Company repurchase its shares, in whole or in part, ~~for cash upon~~subject to the ~~request~~terms and conditions of the ~~Brookfield Investor.~~Company’s share repurchase plan.

Affiliate Service Provider Expenses

The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including any administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters. ~~Any such arrangements will be at market terms and rates.~~

The Company has engaged Brookfield Properties, an affiliate of Brookfield, to provide operational services (including, without limitation, property management, leasing, and construction ~~and project management and leasing)~~management) and corporate support services (including, without limitation, accounting and administrative services) for the ~~Company. For~~Company and certain of its properties. The Company has also engaged Conrex, an affiliate of Brookfield, to provide operational services (including, without limitation, property management, renovation, leasing, and turnover and maintenance oversight) for the ~~three~~Company’s single-family rental properties.

The Company also reimburses Brookfield Properties, Conrex and ~~nine months ended September 30, 2022,~~other Brookfield operating affiliates for operating personnel expenses, including, but not limited to, employees who provide on-site maintenance, leasing, administrative and operational support services. Such employees may be fully dedicated or a shared resource amongst other investments. Employees’ compensation and expenses continue to be an expense of the affiliate, and if they are a shared resource, the affiliate allocates such expense to the Company ~~incurred $2.6 million~~according to their policies and ~~$5.8 million, respectively, of~~procedures. Personnel expenses ~~in connection with~~may include IT costs, HR support (i.e. payroll and benefits), rent and office services, basic financial services (i.e., account receivables, bank account administration), professional development, travel, professional fees and similar expenses.

The following table summarizes the ~~services provided by Brookfield Properties. There were no services provided by Brookfield Properties to the Company~~Company’s affiliate service provider expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023 and 2022 ($ in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Property management fees(1)	$	714	$	526	$	1,432	$	845
Single-family rental leasing, maintenance and turnover oversight fees(1)	189		168		278		210
Capitalized construction management fees(2)	23		39		36		49
Capitalized single-family rental renovation oversight fees(2)	10		160		32		200
Reimbursed personnel costs(3)	1,711		1,080		3,313		1,929
Total	$	2,647	$	1,973	$	5,091	$	3,233


(1)			Included in Rental property operating expenses on the Company’s Consolidated Statements of Operations.
(2)			Included in Investments in real estate, net on the Company’s Consolidated Balance Sheets.
(3)			For the three and six months ended June 30, 2023, $1.5 million and $2.8 million, respectively, included in Rental property operating expenses and $0.2 million and $0.5 million, respectively, included in General and administrative expenses on the Company’s Consolidated Statements of Operations. For the three and six months ended June 30, 2022, $1.1 million and $1.9 million, respectively, included in Rental property operating expenses and $0.0 million and $0.0 million included in General and administrative expenses on the Company’s Consolidated Statements of Operations.

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Captive Insurance Company

BPG Bermuda Insurance Limited (“BAM Insurance Captive”), ana Brookfield affiliate, ~~of Brookfield,~~ provides ~~multifamily~~ property and liability insurance for certain of the Company’s ~~multifamily~~ properties. For the three and ~~nine~~six months ended ~~September~~June 30, 2023, the Company incurred $0.0 million and $0.1 million, respectively, for insurance premiums. For the three and six months ended June 30, 2022, the Company ~~paid BAM Insurance Captive~~incurred $0.1 million and ~~$0.2~~$0.1 million, respectively, for insurance premiums ~~at eight multifamily properties. There were no premiums paid to~~provided by BAM Insurance Captive.

On March 31, 2023, Obsidian Mutual, a Brookfield affiliate, replaced BAM Insurance Captive in providing property insurance for certain of the Company’s properties. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023, the Company incurred $0.0 million for insurance premiums provided by Obsidian Mutual.

Affiliate Title Service Provider

Horizon Land Services (“Horizon”), ana Brookfield affiliate, ~~of Brookfield,~~ provides title insurance for certain of ~~our~~the Company’s properties. Horizon acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with ~~investments by~~ the ~~Company.~~Company acquiring or financing its properties. For the three and ~~nine~~six months ended ~~September~~June 30, 2023, the Company incurred $0.0 million for title services provided by Horizon. For the three and six months ended June 30, 2022, the Company ~~paid Horizon~~incurred $0.0 million and $0.2 million, respectively, for title services ~~for five properties. There were no services~~ provided by ~~Horizon~~Horizon.

Terrorism Insurance Provider

Liberty IC Casualty LLC (“Liberty”), a Brookfield affiliate, provides terrorism insurance for certain of the Company’s properties. For the three and six months ended June 30, 2023, the insurance premiums incurred by the Company were insignificant. No comparable financial information has been presented for the three and six months ended June 30, 2022 as the insurance program commenced in 2023.

Submetering Services

Certain of the Company’s properties sold submetering infrastructure and associated equipment to Metergy, an affiliate of Brookfield. Sale proceeds earned by the Company for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~

~~Table~~2023 was $0.4 million and $0.4 million, respectively. Metergy provides submetering services to certain of ~~Contents~~

the Company’s properties. For the three and six months ended June 30, 2023, the Company incurred fees of $0.0 million and $0.0 million, respectively. No comparable financial information has been presented for the three and six months ended June 30, 2022 as the submetering program commenced in 2023.

Due to Affiliates

The following table details the components of ~~due~~Due to ~~affiliates:~~affiliates as of June 30, 2023 and December 31, 2022 ($ in thousands):


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Accrued stockholder servicing fee	Accrued stockholder servicing fee	$	26,360,406	$	14,219,258	Accrued stockholder servicing fee	$	27,967	$	29,477
Advanced organization and offering costs	Advanced organization and offering costs	12,093,190		12,022,148		Advanced organization and offering costs	10,994		12,002
Stock repurchase payable to the Adviser for management and performance fees						Stock repurchase payable to the Adviser for management and performance fees	3,591		—
Accrued performance fee	Accrued performance fee	11,913,482		—		Accrued performance fee	—		6,566
Other(1)	Other(1)	1,767,687		—		Other(1)	3,327		2,118
Accrued management fee	Accrued management fee	1,228,066		620,706		Accrued management fee	1,161		1,239
Accrued affiliate service provider expenses	Accrued affiliate service provider expenses	856,426		—		Accrued affiliate service provider expenses	1,524		887
OP Units Distributions Payable		5,295		—
Stock repurchase payable to Oaktree Adviser for management and performance fees		—		6,682,115
Accrued performance participation allocation		—		2,345,920
OP units distributions payable						OP units distributions payable	6		5
Total	Total	$	54,224,552	$	35,890,147	Total	$	48,570	$	52,294


(1)			Represents costs advanced by the Adviser and the Sub-Adviser on behalf of the Company for general corporate expenses provided by unaffiliated third parties.

11. Stockholders’ Equity and Redeemable Non-controlling Interests

Authorized Capital

On April 30, 2018, the SEC declared effective the Company’s registration statement on Form S-11 for the Initial Public Offering. On November 2, 2021, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for the Current Offering of up to ~~$6,000,000,000~~$6.0 billion in shares in its primary offering and up to ~~$1,500,000,000~~$1.5 billion in shares pursuant to its distribution reinvestment plan. The Initial Public Offering terminated upon the commencement of the Current Offering. Pursuant to the Current Offering, the Company is offering to sell any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum

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offering amount. The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Company is also offering Class I, Class C and Class E shares in private offerings exempt from registration. Other than the differences in upfront selling commissions, dealer manager fees, ongoing stockholder servicing fees, management fees and performance fees, each class of common stock has the same economic and voting rights.

Classification No. of
Authorized Shares Par Value
Per Share
Preferred stock 50,000,000 $ 0.01
Class T common stock 225,000,000 $ 0.01
Class S common stock 225,000,000 $ 0.01
Class D common stock 100,000,000 $ 0.01
Class C common stock 100,000,000 $ 0.01
Class E common stock 100,000,000 $ 0.00
Class I common stock 250,000,000 $ 0.01
1,050,000,000

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Classification	No. of Authorized Shares (in thousands)	Par Value Per Share
Preferred stock	50,000	$	0.01
Class S common stock	225,000	$	0.01
Class I common stock	250,000	$	0.01
Class T common stock	225,000	$	0.01
Class D common stock	100,000	$	0.01
Class C common stock	100,000	$	0.00
Class E common stock	100,000	$	0.00
	1,050,000

Common Stock

The following table details the movement in the Company’s outstanding shares of common ~~stock:~~stock for the six months ended June 30, 2023 (in thousands):


		Nine Months Ended September 30, 2022							Six Months Ended June 30, 2023
		Class S	Class I	Class C	Class E	Class D	Total		Class S	Class I	Class D	Class T(1)	Class C	Class E	Total
December 31, 2021		20,045,775	2,825,208	1,644,303	2,097,971	—	26,613,257
December 31, 2022								December 31, 2022	36,704	42,397	36	—	9,343	3,210	91,690
Common stock issued	Common stock issued	13,939,890	38,889,603	7,595,260	830,842	17,628	61,273,223	Common stock issued	2,348	3,868	95	—	800	29	7,140
Distribution reinvestment	Distribution reinvestment	568,988	389,593	—	111,362	—	1,069,943	Distribution reinvestment	480	841	—	—	—	164	1,485

Common stock repurchased	Common stock repurchased	(1,502,616)	(842,501)	—	(224,798)	—	(2,569,915)	Common stock repurchased	(3,141)	(4,776)	—	—	(287)	(25)	(8,229)
September 30, 2022		33,052,037	41,261,903	9,239,563	2,815,377	17,628	86,386,508
June 30, 2023								June 30, 2023	36,391	42,330	131	—	9,856	3,378	92,086

(1) As of ~~September~~June 30, ~~2022,~~2023, no Class T shares had been issued.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.

Each class of the Company’s common stock receives the same aggregate gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fees, management fees and performance fees, which are deducted from the monthly distribution per share.

The following table ~~detai~~lsdetails the net ~~distribution~~distributions declared for each applicable class of ~~our share classes~~common stock for the ~~nine~~six months ended ~~September~~June 30, ~~2022:~~2023:

Declaration Date Class S Shares Class I Shares Class C Shares Class E Shares Class D Shares Class T Shares
January 28, 2022 $ 0.0459 $ 0.0546 $ 0.0547 $ 0.0676 $ — $ —
March 1, 2022 0.0473 0.0552 0.0553 0.0683 — —
March 30, 2022 0.0478 0.0568 0.0569 0.0703 — —
April 28, 2022 0.0488 0.0575 0.0577 0.0712 — —
May 27, 2022 0.0505 0.0599 0.0601 0.0742 — —
June 29, 2022 0.0505 0.0598 0.0601 0.0742 0.0570 —
July 28, 2022 0.0503 0.0598 0.0601 0.0742 0.0570 —
August 30, 2022 0.0503 0.0598 0.0601 0.0743 0.0570 —
September 29, 2022 0.0506 0.0598 0.0601 0.0743 0.0572 —
Total $ 0.4420 $ 0.5232 $ 0.5251 $ 0.6486 $ 0.2282 $ —


	Six Months Ended June 30, 2023
	Class S		Class I		Class D		Class T(1)		Class C		Class E
Aggregate gross distributions declared per share of common stock	$	0.7763	$	0.7763	$	0.7763	$	—	$	0.7763	$	0.7763
Stockholder servicing fee per share of common stock	(0.0545)		—		(0.0162)		—		—		—
Management fee per share of common stock	(0.0816)		(0.0822)		(0.0820)		—		(0.0803)		—
Performance fee per share of common stock	(0.3353)		(0.3353)		(0.3353)		—		(0.3353)		—
Net distributions declared per share of common stock	$	0.3049	$	0.3588	$	0.3428	$	—	$	0.3607	$	0.7763

~~On June 1, 2022, the Company issued its first Class D~~


(1)			The Company did not have any Class T shares of common stock issued or outstanding, thus no distributions were declared for Class T during the six months ended June 30, 2023.

Table of ~~common stock. As of September 30, 2022, no Class T shares had been issued.~~Contents

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. During the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, the Company reinvested $14.4~~$19.6 million and ~~$3.4~~$6.0 million of distributions were reinvested for ~~1,069,943~~1,485,033 and ~~319,747~~461,759 shares of common stock, respectively.

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Non-controlling Interests Attributable to Preferred Shareholders

Certain subsidiaries of the Company have elected to be treated as REITs for U.S. federal income tax purpose. These subsidiaries have issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least 100 shareholders. The preferred shares have a price of $1,000 and carry a ~~12.5%~~12.0% annual dividend payable annually. As of ~~September~~June 30, ~~2022,~~2023, there were $375,000 of preferred non-voting shares outstanding.

Redeemable Non-controlling Interest

The Brookfield Investor was issued Class E OP Units in connection with its contribution of the Brookfield Portfolio on November 2, 2021, subsequent cash contributions to the Operating Partnership pursuant to the Brookfield Subscription Agreement, and the settlement of prior year performance participation allocation. Due to the ability of the Brookfield Investor to redeem its Class E OP Units for shares of common stock or cash, subject to certain restrictions, the Company has classified the Class E OP Units held by the Brookfield Investor as Redeemable non-controlling interest in mezzanine equity on the Company’s Consolidated Balance Sheets. The Redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. ~~As the redemption value was greater than the adjusted carrying value at September 30, 2022, the Company recorded an allocation adjustment of $49.2 million~~ ~~between Additional paid-in capital and Redeemable non-controlling interest.~~

The following table summarizes the Redeemable non-controlling interest activity for the ~~nine~~six months ended ~~September~~June 30, ~~2022. There was no Redeemable non-controlling interest for the nine months ended September 30, 2021.~~2023 and 2022 ($ in thousands):


	~~September 30, 2022~~
~~Balance at beginning of the year~~	$	~~200,085,855~~

~~Limited Partner Cash Contribution~~	~~38,000,000~~
~~Settlement of prior year performance participation allocation~~	~~2,345,920~~
~~Conversion to Class I shares~~	~~(284,785,172)~~
~~GAAP Income Allocation~~	~~(4,661,401)~~
~~Distributions~~	~~(6,935,204)~~
~~Distributions Reinvested~~	~~7,802,617~~
~~Fair Value Allocation~~	~~49,169,491~~
~~Ending balance~~	$	~~1,022,106~~


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Balance at beginning of the year	$	990	$	200,086
Limited Partner cash contribution	—		38,000
Settlement of prior year performance participation allocation	—		2,346
Conversion to Class I shares	—		(284,785)
GAAP net loss allocation	(6)		(4,648)
Distributions	(58)		(7,788)
Distributions reinvested	57		7,787
Fair value allocation	(22)		50,007
Ending balance	$	961	$	1,005

Share Repurchase Plan

The Company has adopted a share repurchase plan, whereby, subjected to certain limitations, stockholders may request on a monthly basis ~~stockholders may request~~ that the Company repurchase all or any portion of their shares. ~~The~~Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other illiquid investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase ~~all, some or none of the~~fewer shares ~~that~~than have been requested to be repurchased, or none at all. Further, the Company’s board of directors may modify and suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and the best interest of its stockholders.

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In addition, the total amount of shares that the Company will repurchase is limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) is no more than 2% of its aggregate NAV as of the last day of the previous calendar month and, in any calendar quarter, to shares whose aggregate value is no more than 5% of its aggregate NAV as of the last day of the previous calendar quarter. The monthly and quarterly repurchase limits exclude shares repurchased from the Adviser that were issued as payment of management or performance fees. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of ~~any particular~~the month ~~in its discretion, subject to any limitations in~~will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. plan, as applicable.

Shares ~~would be~~are repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year ~~would be~~are repurchased at 98% of the transaction price. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the Company’s board of directors may modify or suspend the share repurchase plan.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company repurchased ~~2,271,510~~7,189,628 and ~~6,736,200 shares of common stock for~~ ~~$31.2 million and $67.8 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company repurchased 0 and 6,186,397~~959,150 shares of common stock representing a total of ~~$0.0~~$93.1 million and ~~$61.9~~$14.3 million, respectively ~~from the Oaktree Investor pursuant to the Oaktree Repurchase Agreement.~~ . The Company ~~had no unfulfilled~~ satisfied all repurchase requests during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

12. Commitments and Contingencies

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of ~~September~~June 30, ~~2022,~~2023, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

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13. Leases

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s ~~multifamily,~~rental housing, office, logistics, and net lease ~~and single-family rental~~ properties. Leases at the Company’s office, logistics, and net lease properties generally include a fixed base rent and certain leases also contain a variable component. The variable component of the Company’s operating leases at its office, logistics, and net lease properties primarily consist of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. Rental revenue earned from leases at the Company’s ~~multifamily and single-family~~ rental housing properties primarily consist of a fixed base rent and certain leases contain a variable component that allows for the pass-through of certain operating expenses such as utilities.

The following table details the components of operating lease income from leases in which the Company is the ~~lessor:~~lessor for the periods set forth below ($ in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Fixed lease payments	Fixed lease payments	$	28,240,530	$	7,193,200	$	74,105,535	$	21,064,607	Fixed lease payments	$	29,226	$	25,612	$	58,327	$	45,865
Variable lease payments	Variable lease payments	1,560,012		796,819		4,393,479		1,592,401		Variable lease payments	4,276		1,426		5,648		2,833
Total rental revenues	Total rental revenues	$	29,800,542	$	7,990,019	$	78,499,014	$	22,657,008	Total rental revenues	$	33,502	$	27,038	$	63,975	$	48,698

The following table details the undiscounted future minimum rents the Company expects to receive for its logistics, net lease, and office properties as of ~~September~~June 30, ~~2022.~~2023. The table below excludes ~~our multifamily and single-family~~the Company’s rental housing properties as substantially all leases are shorter term in ~~nature.~~nature ($ in thousands):


Year	Year	Future Minimum Rents		Year	Future Minimum Rents
2022 (remaining)		$	8,006,362
2023		31,902,405
2023 (remaining)				2023 (remaining)	$	15,948
2024	2024	29,393,648		2024	29,703
2025	2025	28,271,136		2025	29,127
2026	2026	25,587,294		2026	26,402
2027	2027	23,351,104		2027	24,236
2028				2028	23,178
Thereafter	Thereafter	143,893,927		Thereafter	122,227
Total	Total	$	290,405,876	Total	$	270,821

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14. Segment Reporting

As of ~~September~~June 30, ~~2022,~~2023, the Company operates in ~~six~~five reportable segments: ~~multifamily,~~rental housing, office, logistics, ~~single-family rental,~~ net lease and real estate-related loans and securities. The Company continually evaluates the financial information used by the chief operating decision maker ~~("CODM"~~(“CODM”) in deciding how to allocate resources and in assessing performance. ~~During~~

In connection with the ~~three months ended September 30, 2022,~~change in the Company’s CODM that occurred during the quarter, the Company made the following ~~changes~~change to its reportable segments based on the information used by the ~~CODM: (1) single-family rentals (previously a component of alternatives) was established as a separate reportable segment; and (2) net lease~~CODM. Effective June 30, 2023, rental housing was established as a new reportable segment, consisting of ~~DreamWorks Animation Studios (previously a component~~multifamily and single-family rental properties due to the similar operating nature of alternatives) and the Company's unconsolidated investment in Principal Place (previously a component of investments in unconsolidated entities). Net lease consists of properties that are leased to a single tenant in which the tenant is generally responsible for all property-related expenses, including taxes, insurance, and maintenance.these investments. Comparative periods have been recast to reflect these changes.

The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.

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The following table sets forth the ~~total~~Company’s assets by ~~segment:~~segment ($ in thousands):


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Multifamily		$	958,973,455	$	583,308,458
Rental Housing						Rental Housing	$	1,084,539	$	1,086,914
Office	Office	125,028,719		126,966,165		Office	125,322		124,001
Logistics	Logistics	113,241,790		74,038,737		Logistics	109,461		112,019
Single-family rental		135,713,060		5,011,341
Net lease	Net lease	436,523,897		457,456,251		Net lease	420,422		426,789
Real estate-related loans and securities	Real estate-related loans and securities	306,119,228		55,074,378		Real estate-related loans and securities	309,416		332,654
Other (Corporate)	Other (Corporate)	99,428,687		72,858,109		Other (Corporate)	70,615		68,096
Total assets	Total assets	$	2,175,028,836	$	1,374,713,439	Total assets	$	2,119,775	$	2,150,473

The following table sets forth the financial results by segment for the three months ended ~~September~~June 30, ~~2022:~~2023 ($ in thousands):


		Multifamily		Office		Logistics		Single-Family Rental		Net Lease		Real estate-related loans and securities		Total			Rental Housing		Office		Logistics		Net Lease		Real estate-related loans and securities		Total
Revenues:	Revenues:															Revenues:
Rental revenues	Rental revenues	$	18,165,611	$	3,224,362	$	1,946,072	$	1,632,753	$	4,831,744	$	—	$	29,800,542	Rental revenues	$	21,034	$	3,248	$	1,705	$	7,515	$	—	$	33,502
Other revenues	Other revenues	2,257,810		166,709		90		102,175		—		—		2,526,784		Other revenues	3,351		243		—		52		—		3,646
Total revenues	Total revenues	20,423,421		3,391,071		1,946,162		1,734,928		4,831,744		—		32,327,326		Total revenues	24,385		3,491		1,705		7,567		—		37,148

Expenses:	Expenses:															Expenses:
Rental property operating	Rental property operating	8,525,037		1,596,913		523,940		828,455		584,400		—		12,058,745		Rental property operating	9,625		1,450		523		3,282		—		14,880
Total expenses	Total expenses	8,525,037		1,596,913		523,940		828,455		584,400		—		12,058,745		Total expenses	9,625		1,450		523		3,282		—		14,880
Income from real estate-related loans and securities	Income from real estate-related loans and securities	—		—		—		—		—		3,157,771		3,157,771		Income from real estate-related loans and securities	—		—		—		—		5,149		5,149
Segment net operating income	Segment net operating income	$	11,898,384	$	1,794,158	$	1,422,222	$	906,473	$	4,247,344	$	3,157,771	$	23,426,352	Segment net operating income	$	14,760	$	2,041	$	1,182	$	4,285	$	5,149	$	27,417

Realized loss on real estate investments		$	—	$	—	$	—	$	—	$	—	$	(29,966)	$	(29,966)
Realized gain on real estate investments																Realized gain on real estate investments											$	639
Realized gain on financial instruments	Realized gain on financial instruments	—		—		—		—		3,319,040		—		3,319,040		Realized gain on financial instruments											4
Unrealized loss on investments		—		—		—		—		(5,592,225)		(1,766,267)		(7,358,492)
Unrealized gain on investments																Unrealized gain on investments											6,210
Depreciation and amortization	Depreciation and amortization													13,773,074		Depreciation and amortization											(12,765)
General and administrative expenses	General and administrative expenses													2,677,064		General and administrative expenses											(2,229)
Management fee	Management fee													3,483,760		Management fee											(3,579)
Performance fee														3,682,263

Interest expense	Interest expense													11,133,394		Interest expense											(14,498)
Net loss														(15,392,621)
Net loss attributable to non-controlling interests in third party joint ventures														40,998
Net income																Net income											1,199
Net income attributable to non-controlling interests in third party joint ventures																Net income attributable to non-controlling interests in third party joint ventures											(67)
Net income attributable to non-controlling interests - preferred stockholders	Net income attributable to non-controlling interests - preferred stockholders													(24,251)		Net income attributable to non-controlling interests - preferred stockholders											(45)
Net loss attributable to redeemable non-controlling interests														13,308
Net loss attributable to stockholders														$	(15,362,566)
Net income attributable to redeemable non-controlling interests																Net income attributable to redeemable non-controlling interests											(2)
Net income attributable to stockholders																Net income attributable to stockholders											$	1,085

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~~The following table sets forth the financial results by segment for the nine months ended September 30, 2022:~~

Multifamily Office Logistics Single-Family Rental Net Lease Real estate-related loans and securities Total
Revenues:
Rental revenues $ 46,885,265 $ 9,622,858 $ 5,005,916 $ 2,445,823 $ 14,539,152 $ — $ 78,499,014
Other revenues 6,470,484 498,453 144 205,281 — — 7,174,362
Total revenues 53,355,749 10,121,311 5,006,060 2,651,104 14,539,152 — 85,673,376
Expenses:
Rental property operating 20,710,626 4,254,644 1,547,464 1,380,426 1,747,421 — 29,640,581
Total expenses 20,710,626 4,254,644 1,547,464 1,380,426 1,747,421 — 29,640,581
Income from real estate-related loans and securities — — — — — 5,646,556 5,646,556
Segment net operating income $ 32,645,123 $ 5,866,667 $ 3,458,596 $ 1,270,678 $ 12,791,731 $ 5,646,556 $ 61,679,351
Realized gain on real estate investments $ — $ — $ — $ — $ — $ 638,794 $ 638,794
Realized gain on financial instruments — — — — 10,413,111 — 10,413,111
Unrealized gain (loss) on investments — — — — (5,162,644) (3,204,084) (8,366,728)
Depreciation and amortization 42,315,873
General and administrative expenses 7,150,896
Management fee 6,776,480
Performance fee 11,913,482
Interest expense 25,906,159
Net loss (29,698,362)
Net loss attributable to non-controlling interests in third party joint ventures 63,900
Net income attributable to non-controlling interests - preferred stockholders (24,251)
Net loss attributable to redeemable non-controlling interests 4,661,401
Net loss attributable to stockholders $ (24,997,312)

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The following table sets forth the financial results by segment for the three months ended ~~September~~June 30, ~~2021:~~2022 ($ in thousands):

Multifamily Office Real estate-related loans and securities Total
Revenues:
Rental revenues $ 4,935,181 $ 3,054,838 $ — $ 7,990,019
Other revenues 337,002 142,550 — 479,552
Total revenues 5,272,183 3,197,388 — 8,469,571
Expenses:
Rental property operating 2,183,990 1,324,597 — 3,508,587
Total expenses 2,183,990 1,324,597 — 3,508,587
Income from real estate-related loans and securities — — 1,326,228 1,326,228
Segment net operating income $ 3,088,193 $ 1,872,791 $ 1,326,228 $ 6,287,212
Realized gain on real estate investments $ — $ — $ 296,975 $ 296,975
Unrealized (loss) gain on investments 87,637 — (181,194) (93,557)
Depreciation and amortization 3,350,031
General and administrative expenses 1,119,953
Management fee 643,490
Performance fee 3,686,804
Interest expense 1,476,601
Net loss (3,786,249)
Net loss attributable to non-controlling interests 2,140
Net loss attributable to stockholders $ (3,784,109)


	Rental Housing		Office		Logistics		Net Lease		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	17,259	$	3,196	$	1,761	$	4,822	$	—	$	27,038
Other revenues	2,604		151		—		—		—		2,755
Total revenues	19,863		3,347		1,761		4,822		—		29,793

Expenses:
Rental property operating	7,245		1,328		513		573		—		9,659
Total expenses	7,245		1,328		513		573		—		9,659
Income from real estate-related loans and securities	—		—		—		—		1,418		1,418
Segment net operating income	$	12,618	$	2,019	$	1,248	$	4,249	$	1,418	$	21,552


Realized gain on financial instruments											$	7,094
Unrealized loss on investments											(7,799)
Depreciation and amortization											(15,348)
General and administrative expenses											(2,484)
Management fee											(2,096)
Performance fee											(4,718)

Interest expense											(8,050)
Net loss											(11,849)
Net loss attributable to non-controlling interests in third party joint ventures											29

Net loss attributable to redeemable non-controlling interests											3,673
Net loss attributable to stockholders											$	(8,147)

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The following table sets forth the financial results by segment for the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2023 ($ in thousands):


		Multifamily		Office		Real estate-related loans and securities		Total			Rental Housing		Office		Logistics		Net Lease		Real estate-related loans and securities		Total
Revenues:	Revenues:									Revenues:
Rental revenues	Rental revenues	$	13,520,392	$	9,136,616	$	—	$	22,657,008	Rental revenues	$	41,709	$	6,239	$	3,680	$	12,347	$	—	$	63,975
Other revenues	Other revenues	948,026		396,469		—		1,344,495		Other revenues	5,734		419		—		52		—		6,205
Total revenues	Total revenues	14,468,418		9,533,085		—		24,001,503		Total revenues	47,443		6,658		3,680		12,399		—		70,180

Expenses:	Expenses:									Expenses:
Rental property operating	Rental property operating	6,317,804		3,934,626		—		10,252,430		Rental property operating	18,506		2,949		1,283		3,870		—		26,608
Total expenses	Total expenses	6,317,804		3,934,626		—		10,252,430		Total expenses	18,506		2,949		1,283		3,870		—		26,608
Income from real estate-related loans and securities	Income from real estate-related loans and securities	—		—		3,880,813		3,880,813		Income from real estate-related loans and securities	—		—		—		—		11,512		11,512
Segment net operating income	Segment net operating income	$	8,150,614	$	5,598,459	$	3,880,813	$	17,629,886	Segment net operating income	$	28,937	$	3,709	$	2,397	$	8,529	$	11,512	$	55,084

Realized gain on real estate investments	Realized gain on real estate investments	$	—	$	—	$	1,277,640	$	1,277,640	Realized gain on real estate investments											$	504
Unrealized (loss) gain on investments		491,319		—		(264,893)		226,426
Realized gain on financial instruments										Realized gain on financial instruments											105
Unrealized gain on investments										Unrealized gain on investments											1,567
Depreciation and amortization	Depreciation and amortization							11,462,760		Depreciation and amortization											(25,569)
General and administrative expenses	General and administrative expenses							3,187,513		General and administrative expenses											(4,545)
Management fee										Management fee											(7,257)

Management fee								1,766,928
Performance fee								4,947,892

Interest expense	Interest expense							4,251,466		Interest expense											(28,430)

Net loss	Net loss							(6,482,607)		Net loss											$	(8,541)
Net loss attributable to non-controlling interests								191,410
Net loss attributable to non-controlling interests in third party joint ventures										Net loss attributable to non-controlling interests in third party joint ventures											42
Net income attributable to non-controlling interests - preferred stockholders										Net income attributable to non-controlling interests - preferred stockholders											(45)
Net loss attributable to redeemable non-controlling interests										Net loss attributable to redeemable non-controlling interests											6
Net loss attributable to stockholders	Net loss attributable to stockholders							$	(6,291,197)	Net loss attributable to stockholders											$	(8,538)

The following table sets forth the financial results by segment for the six months ended June 30, 2022 ($ in thousands):


	Rental Housing		Office		Logistics		Net Lease		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	29,533	$	6,398	$	3,060	$	9,707	$	—	$	48,698
Other revenues	4,316		332		—		—		—		4,648
Total revenues	33,849		6,730		3,060		9,707		—		53,346

Expenses:
Rental property operating	12,737		2,658		1,024		1,163		—		17,582
Total expenses	12,737		2,658		1,024		1,163		—		17,582
Income from real estate-related loans and securities	—		—		—		—		2,489		2,489
Segment net operating income	$	21,112	$	4,072	$	2,036	$	8,544	$	2,489	$	38,253

Realized gain on real estate investments											$	669
Realized gain on financial instruments											7,094
Unrealized loss on investments											(1,008)
Depreciation and amortization											(28,543)
General and administrative expenses											(4,474)
Management fee											(3,293)
Performance fee											(8,231)

Interest expense											(14,773)
Net loss											$	(14,306)
Net loss attributable to non-controlling interests in third party joint ventures											23

Net loss attributable to redeemable non-controlling interests											4,648
Net loss attributable to stockholders											$	(9,635)

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15. Subsequent Events

The Company has evaluated events from ~~September~~June 30, ~~2022,~~2023 through the date the financial statements were ~~issued.~~

~~Repayment of Secured Credit Facility~~

~~On November 4, 2022, the Company repaid $36.4 million of the outstanding principal balance on the Secured Credit Facility related to borrowings secured by 8400 Westphalia Road~~issued and ~~McLane Distribution Center.~~determined that no events have occurred that require additional disclosure.

~~Amendment to Affiliate Line of Credit~~

On November 10, 2022, the Company amended the Affiliate Line of Credit, effective as of November 2, 2022, pursuant to which (a) the lender party to the Affiliate Line of Credit was replaced with a different affiliate of Brookfield; (b) the maturity date of the Line of Credit was extended to November 2, 2023; and (c) the interest rate was converted from LIBOR plus 2.25% to SOFR plus 2.35%.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to the “Company,” “we,” “us,” or “our” refer to Brookfield Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this ~~quarterly report~~Quarterly Report on Form 10-Q.

Forward-Looking Statements

Statements contained in this Form 10-Q that are not historical facts, particularly those in the section entitled "Recent Developments – Business Outlook" and "Liquidity and Capital Resources", are based on our current expectations, estimates, projections, opinions, and/or beliefs. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Investors should not rely on these statements as if they were fact. Certain information contained in this Form 10-Q constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” “forecast,” or “believe” or the negatives thereof or other variations thereon or other comparable terminology. Due to various risks and uncertainties, including those described under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and under Part II, Item 1A. Risk Factors in this Form 10-Q and elsewhere in this Form 10-Q, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. We do not undertake to revise or update any forward-looking statements.

Overview

WeWe are a Maryland corporation formed on July 27, 2017 to invest in commercial real estate assets. We seek to invest ~~primarily~~ in ~~high-quality~~well- located, high quality real estate properties that generate strong current cash flow and could further appreciate in ~~desirable locations – primarily income-producing U.S. commercial real estate with upside potential~~value through ~~active~~our proactive, best-in-class asset management~~. We also invest in~~ strategies. Our real estate-related debt ~~and real estate-related securities~~strategy seeks to ~~provide~~achieve high current income and superior risk-adjusted ~~returns.~~returns, as well as provide a source of liquidity.

We are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management ~~Inc.~~Ltd. (together with its affiliates, “Brookfield”). We are structured ~~as an~~ as an umbrella partnership real estate investment trust, which means that we own substantially all of our assets through our operating partnership, Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”), of which we are the sole general partner. Prior to the Adviser Transition (as defined below) that occurred on November 2, 2021, the Company was externally managed by Oaktree Fund Advisors, LLC (the “Oaktree Adviser” or the “Sub-Adviser”), an affiliate of Oaktree Capital Management, L.P. (“Oaktree”).

On November 2, 2021, the Company consummated a series of related transactions and actions (the “Adviser Transition”) where the Company engaged the Sub-Adviser to (i) manage certain of the Company’s real estate properties and real estate-related debt investments that were acquired by the Company prior to the Adviser Transition and (ii) select and manage the Company’s liquid assets.

On April 30, 2018, the Securities and Exchange Commission (the “SEC”), ~~initially~~ declared effective our registration statement on Form S-11 (File No. 333-223022) for our initial public offering of up to $2.0 billion in shares of our common stock (the “Initial Public Offering”). On November 2, 2021, the SEC declared effective our registration statement on Form S-11 (File No. 333-255557) for our follow-on public offering of up to $7.5 billion in shares of our common stock consisting of up to $6.0 billion in shares of common stock in our primary offering and up to $1.5 billion in shares of common stock pursuant to our distribution reinvestment plan, in any combination of purchases of Class S, Class T, Class D and Class I shares of our common stock (the “Follow-On Public Offering”). The share classes have different upfront selling commissions ~~dealer manager fees~~ and ongoing stockholder servicing fees. The Initial Public Offering terminated upon the commencement of the Follow-On Public Offering.

In addition to the Follow-On Public Offering, we are conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S promulgated thereunder. We are also offering Class E shares to Brookfield and its affiliates and certain of ~~its affiliates~~Brookfield’s and Oaktree’s employees and the Company’s independent directors in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2). and Regulation D thereunder.

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We qualified as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2019, and we generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

As of ~~September~~June 30, ~~2022,~~2023, we owned and operated 19 investments in real estate and held investments in one unconsolidated real estate interest, ~~four~~three real estate-related loans, and 7079 short-term real estate-related debt securities. We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, ~~(including the COVID-19 pandemic),~~ that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from owning properties, real estate-related loans or real estate-related ~~loans.~~securities.

Recent Developments

Business Outlook

Our portfolio was constructed to generate stable income and appreciation over the long-term and has produced an annualized total return since inception of 11.83% for Class I shares. Recent performance continues to be impacted by lingering uncertainty about how the U.S. Federal Reserve’s monetary tightening policy will effect rising interest rates and inflation, which has led to cautious valuation and growth assumptions within private real estate. Given the current macroeconomic environment, our third-party appraisers have continued to expand capitalization rate assumptions, putting downward pressure on real estate valuations.

Our business and real estate valuations are affected by the broader financial markets, including ongoing economic uncertainty attributable to rising financing costs, inflationary concerns, market volatility and other macroeconomic factors in the U.S. and globally. The uncertainty of the economy as it recovers from these concerns could further destabilize the financial markets and geographies in which we operate. However, we believe our carefully constructed portfolio of investments is positioned to perform well through this period and over the long-term.

Despite the substantial current dislocation in the real estate sector and the overall U.S. economy, the real estate fundamentals and operating performance of our portfolio remain strong, with consistently high occupancy (98%) and growing cash flows. We continue to see strong fundamentals and a positive outlook in rental housing — multifamily apartments and single-family rental homes — which make up 63% of the value of our real estate properties. We believe the strong operating performance of our rental housing properties is attributable to our strategy of owning desirable buildings with best-in-class amenities, favorable tenant demographics, and in markets with tight housing supply.

We believe the recent economic conditions have presented some of the best risk-adjusted return opportunities in recent years in real estate credit. Over the past 12 months, we have invested substantially all newly raised capital into real estate-related securities, primarily floating-rate CMBS, which has continued to perform well in today’s environment. Our real estate-related securities have a current yield of over 8%, with all-in yields-to-maturity of approximately 10%. Partnering with Oaktree and their extensive credit expertise, we expect to continue to capitalize on attractive opportunities to invest in real estate debt as the current market dislocation continues and real estate transactions are limited.

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, and elsewhere in this Quarterly Report on Form 10-Q for additional disclosure relating to material trends or uncertainties that may impact our business.

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~~Q3 2022~~Q2 2023 Highlights

Operating and Capital Raising Results:

•Year-to-date total returns through ~~September~~June 30, ~~2022,~~2023, excluding upfront selling commissions, were ~~15.08%~~-3.79% for Class S shares, ~~16.20%~~-3.35% for Class I shares and ~~2.57%~~-2.09% for Class D shares.~~(1)~~ Negative performance in 2023 has been mostly attributable to a widening of discount rates over the last six months as a result of continuous interest rate increases from the Federal Reserve, which typically has an adverse affect on real estate valuations. Total return is calculated as the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any net distributions per share declared in the period. Management believes total return is a useful measure of the overall performance of our shares. As of June 30, 2023, no Class T shares of common stock had been issued.

•~~Raised $200.0 million of gross proceeds~~Annualized total returns from ~~the sale of our common stock during the three months ended September~~inception through June 30, ~~2022.~~

•~~In September 2022, declared net distributions per share of $0.0506~~2023, excluding upfront selling commissions, were 10.72% for Class S, ~~shares, $0.0598~~11.83% for Class I, ~~shares~~ and ~~$0.0572~~-2.47% for Class D ~~shares, resulting in annualized distribution rates of 4.38% for Class S shares, 5.14% for Class I shares and 4.98% for Class D shares as of September 30, 2022.(1)~~

•~~Reinvested distributions of $8.4 million during the three months ended September 30, 2022.~~

~~Investment Activity:~~

•Invested $193.4 million in real estate-related debt securities, consisting of commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and corporate bonds, during the three months ended September 30, 2022.

•~~Acquired 85 single-family rental properties for an aggregate purchase price of~~ ~~$22.4 million, excluding closing costs,~~ d~~uring the three months ended September 30, 2022.~~

•~~Sold three CMBS positions for gross sale proceeds of $5.9 million during the three months ended September 30, 2022.~~

~~Financing Activity:~~

•~~During the three months ended September 30, 2022, we borrowed $12.9 million on the Secured Credit Facility related to the acquisitions of single-family rental homes.~~

~~Current Portfolio:~~

•~~Our portfolio as of September 30, 2022 consisted of 83% real estate properties, 13% real estate-related loans and securities, and 4% cash and cash equivalents.~~

•~~Our real estate properties as of September 30, 2022 consisted of multifamily (56%), net lease (26%), office (6%), logistics (6%) and single-family rental (6%).~~

~~(1)~~ ~~Year-to-date~~shares. Since inception returns for Class D shares are calculated from June 1, 2022, the date the first Class D shares were issued.

•Raised $41.9 million of gross proceeds from the sale of our common stock through public and private offerings during the three months ended June 30, 2023.

•In June 2023, declared net distributions per share of $0.0510 for Class S shares, $0.0598 for Class I shares and $0.0571 for Class D shares, resulting in annualized distribution rates of 4.82% for Class S shares, 5.61% for Class I shares and 5.33% for Class D shares as of June 30, 2023.

•Reinvested distributions of $9.4 million during the three months ended June 30, 2023.

Investing and Financing Activity:

•No significant investing or financing activities took place in the second quarter of 2023.

•As of ~~September~~June 30, ~~2022,~~2023, our leverage ratio was 44.8%. Our leverage ratio is calculated by dividing (i) the consolidated property-level and entity-level debt, excluding any third-party interests in such debt, net of cash, loan-related restricted cash, and trading securities by (ii) the gross asset value of real estate equity investments (calculated using the greater of fair value and cost of gross real estate assets), excluding any third-party interests in such investments, plus our equity in real estate-related debt investments. There is no ~~Class T shares~~indebtedness on our real estate-related debt investments. The leverage ratio would be higher if our pro rata share of ~~common stock had been issued.~~debt within our unconsolidated investment was included in the calculation.

Current Portfolio:

•Our portfolio as of June 30, 2023 based on fair value consisted of 83% real estate properties, 13% real estate-related loans and securities, and 4% cash, cash equivalents, and short-term U.S. Treasuries.

•Our real estate properties as of June 30, 2023 based on fair value consisted of rental housing (63%), net lease (26%), office (6%) and logistics (5%).

•As of June 30, 2023, our real estate-related loans and securities consisted of 82 investments with an aggregate fair value of $310.3 million.

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Portfolio

Investments in Real Estate

The following table provides information regarding our portfolio of real estate properties as of ~~September~~June 30, ~~2022:~~2023:


Investment(1)	Investment(1)	Location	Property Type	Acquisition Date	Ownership Percentage(2)	Purchase Price(3)		Square Feet/ Number of Units	Occupancy Rate(4)	Investment(1)	Location	Property Type	Acquisition Date	Ownership Percentage(2)	Purchase Price(3)		Square Feet/ Number of Units	Occupancy Rate(4)
Anzio Apartments	Anzio Apartments	Atlanta, GA	Multifamily	April 2019	90.0%	$	59.2	448	92%	Anzio Apartments	Atlanta, GA	Rental Housing	April 2019	90%	$	59.2	448	91%
Arbors of Las Colinas	Arbors of Las Colinas	Dallas, TX	Multifamily	December 2020	90.0%	63.5		408	94%	Arbors of Las Colinas	Dallas, TX	Rental Housing	December 2020	90%	63.5		408	96%
1110 Key Federal Hill	1110 Key Federal Hill	Baltimore, MD	Multifamily	September 2021	100.0%	73.6		224	97%	1110 Key Federal Hill	Baltimore, MD	Rental Housing	September 2021	100%	73.6		224	100%
Domain	Domain	Orlando, FL	Multifamily	November 2021	100.0%	74.1		324	97%	Domain	Orlando, FL	Rental Housing	November 2021	100%	74.1		324	95%
The Burnham	The Burnham	Nashville, TN	Multifamily	November 2021	100.0%	129.0		328	99%	The Burnham	Nashville, TN	Rental Housing	November 2021	100%	129.0		328	94%
Flats on Front	Flats on Front	Wilmington, NC	Multifamily	December 2021	100.0%	97.5		273	100%	Flats on Front	Wilmington, NC	Rental Housing	December 2021	100%	97.5		273	99%
Verso Apartments		Beaverton, OR	Multifamily	December 2021	100.0%	74.0		172	96%
Verso										Verso	Beaverton, OR	Rental Housing	December 2021	100%	74.0		172	98%
2626 South Side Flats	2626 South Side Flats	Pittsburgh, PA	Multifamily	January 2022	100.0%	90.0		264	98%	2626 South Side Flats	Pittsburgh, PA	Rental Housing	January 2022	100%	90.0		264	98%
The Parker		Alexandria, VA	Multifamily	March 2022	100.0%	136.0		360	97%
Briggs & Union		Mount Laurel, NJ	Multifamily	April 2022	100.0%	158.0		490	96%
The Parker at Huntington Metro										The Parker at Huntington Metro	Alexandria, VA	Rental Housing	March 2022	100%	136.0		360	98%
Briggs + Union										Briggs + Union	Mount Laurel, NJ	Rental Housing	April 2022	100%	158.0		490	97%
Single-Family Rentals										Single-Family Rentals	Various	Rental Housing	Various	100%	128.5		486	91%
Principal Place(5)	Principal Place(5)	London, UK	Net Lease	November 2021	20.0%	99.8		644,000	100%	Principal Place(5)	London, UK	Net Lease	November 2021	20%	99.8		644,000	100%
DreamWorks Animation Studios	DreamWorks Animation Studios	Glendale, CA	Net Lease	December 2021	100.0%	326.5		497,000	100%	DreamWorks Animation Studios	Glendale, CA	Net Lease	December 2021	100%	326.5		497,000	100%
Two Liberty Center	Two Liberty Center	Arlington, VA	Office	August 2019	96.5%	91.2		179,000	93%	Two Liberty Center	Arlington, VA	Office	August 2019	97%	91.2		179,000	90%
Lakes at West Covina	Lakes at West Covina	Los Angeles, CA	Office	February 2020	95.0%	41.0		177,000	93%	Lakes at West Covina	Los Angeles, CA	Office	February 2020	95%	41.0		177,000	93%
6123-6227 Monroe Ct	6123-6227 Monroe Ct	Morton Grove, IL	Logistics	November 2021	100.0%	17.2		208,000	100%	6123-6227 Monroe Ct	Morton Grove, IL	Logistics	November 2021	100%	17.2		208,000	82%
8400 Westphalia Road	8400 Westphalia Road	Upper Marlboro, MD	Logistics	November 2021	100.0%	27.0		100,000	100%	8400 Westphalia Road	Upper Marlboro, MD	Logistics	November 2021	100%	27.0		100,000	100%
McLane Distribution Center	McLane Distribution Center	Lakeland, FL	Logistics	November 2021	100.0%	26.7		211,000	100%	McLane Distribution Center	Lakeland, FL	Logistics	November 2021	100%	26.7		211,000	100%
2003 Beaver Road	2003 Beaver Road	Landover, MD	Logistics	February 2022	100.0%	9.4		38,000	100%	2003 Beaver Road	Landover, MD	Logistics	February 2022	100%	9.4		38,000	100%
187 Bartram Parkway	187 Bartram Parkway	Franklin, IN	Logistics	February 2022	100.0%	28.8		300,000	100%	187 Bartram Parkway	Franklin, IN	Logistics	February 2022	100%	28.8		300,000	100%
Single-Family Rentals		Various	Single-Family Rental	Various	100.0%	121.6		461	100%
Total	Total					$	1,744.1			Total					$	1,751.0


(1)			Investments in real estate properties includes our consolidated property investments and our unconsolidated investment in Principal Place.
(2)			The joint venture agreements entered into by ~~the Company~~us (other than the Principal Place joint venture) provide the other partner a profits interest based on achieving certain internal rate of return hurdles. Such investments are consolidated by us and any profits interest due to the other partners is reported within non-controlling interests.
(3)			Purchase price is presented in millions and excludes acquisition costs.
(4)			~~Occupancy rates as of September 30, 2022.~~ For ~~multifamily~~rental housing investments, except single-family rentals, occupancy represents the percentage of all leased units divided by the total available units as of the date indicated. Single-family rentals occupancy represents all occupied homes divided by the total stabilized homes as of the date indicated. For office, net lease and logistics investments, occupancy represents the percentage of all leased square footage divided by the total available square footage as of the date indicated.
(5)			Purchase price represents our initial equity investment in the joint venture of £73.3 million GBP converted to USD using the spot rate on the acquisition date.

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Investments in Real Estate-Related Loans and Securities

The following table details our investments in real estate-related loans as of ~~September~~June 30, ~~2022~~2023 ($ in thousands):


Investment	Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Carrying Amount		Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Allowance Adjustment		Carrying Amount
IMC/AMC Bond Investment	IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(99,705)	$	24,900,295	IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000	$	(35)	$	—	$	24,965
111 Montgomery(2)		The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2023	Principal due at maturity(3)	209,906		(52,548)		157,358
The Avery Senior Loan(2)	The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023	Principal due at maturity(3)	6,469,266		(20,052)		6,449,214		The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023(3)	Principal due at maturity(4)	6,315		—		(1,062)		5,253
The Avery Mezzanine Loan(2)	The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023	Principal due at maturity(3)	1,563,969		(4,498)		1,559,471		The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023(3)	Principal due at maturity(4)	1,529		—		(238)		1,291
Total	Total					$	33,243,141	$	(176,803)	$	33,066,338	Total					$	32,844	$	(35)	$	(1,300)	$	31,509


(1)			The term “L” refers to the one-month US dollar-denominated ~~London Interbank Offer Rate ("LIBOR").~~LIBOR. As of ~~September~~June 30, ~~2022~~,2023, one-month LIBOR was equal to ~~3.14%~~5.22%.
(2)			~~The Company’s~~Our investment is held through ~~its~~a membership interest in an entity which aggregates ~~the Company’s~~our interest with interests held by other funds managed by the Sub-Adviser. ~~The Company has~~We have been allocated ~~its~~our proportionate share of the loan based on ~~its~~our membership interest in the aggregating entity.
(3)			The Sub-Adviser is negotiating a loan modification with the borrower.
(4)			The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit.

The following table details our investments in real estate-related securities as of ~~September~~June 30, ~~2022~~2023 ($ in thousands):


Type of Security	Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value		Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS - floating	CMBS - floating	31	L+3.62%	November 2025	$	174,332,123	$	165,952,679	$	165,706,870	CMBS - floating	33	L+3.58%	October 2025	$	170,731	$	162,687	$	163,925
CMBS - fixed	CMBS - fixed	6	4.38%	July 2024	46,000,000		43,300,161		43,136,403		CMBS - fixed	7	4.51%	September 2024	54,458		49,722		47,499
RMBS - floating	RMBS - floating	8	L+2.30%	October 2024	24,138,056		20,493,036		20,510,550		RMBS - floating	11	L+2.30%	February 2025	23,860		23,524		23,781
RMBS - fixed	RMBS - fixed	24	4.13%	December 2025	53,553,000		42,642,573		41,785,319		RMBS - fixed	28	4.81%	June 2026	45,231		43,950		42,702
Corporate bonds		1	4.75%	March 2029	2,500,000		2,075,000		1,913,750
Total	Total	70	5.78%	August 2025	$	300,523,179	$	274,463,449	$	273,052,892	Total	79	7.24%	August 2025	$	294,280	$	279,883	$	277,907


(1)			The term “L” refers to the relevant floating benchmark rates, which include USD LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of ~~September~~June 30, ~~2022,~~2023, one-month LIBOR was equal to ~~3.14% and~~5.22%. As of June 30, 2023, SOFR was equal to ~~2.98%~~5.09%.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

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Lease Expirations

The following table details the expiring leases at our consolidated office, logistics, and net lease ~~and logistics~~ properties by annualized base rent and square footage as of ~~September~~June 30, ~~2022~~2023 ($ and square feet data in thousands). The table below excludes our ~~multifamily and single-family~~ rental housing properties as substantially all leases at such properties expire within 12 months.


Year	Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring	Approximate Gross Leasable Square Footage of Expiring Leases	% of Total Square Feet Expiring	Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring		Square Feet	% of Total Square Feet Expiring

2022 (remaining)		4	$	394,209	1%	8,332	1%
2023		11	3,547,311		11%	75,154	5%
2023 (remaining)								2023 (remaining)	7	$	2,099	6	%	43	3	%
2024	2024	6	495,561		2%	52,525	3%	2024	6	507		2	%	53	3	%
2025	2025	16	3,245,508		10%	111,064	7%	2025	17	3,353		10	%	112	7	%
2026	2026	6	2,684,597		8%	91,650	6%	2026	8	2,794		8	%	94	6	%
2027	2027	3	1,026,852		3%	54,935	3%	2027	3	1,029		3	%	55	3	%
2028	2028	6	1,577,014		5%	43,854	3%	2028	9	1,940		6	%	52	3	%
2029	2029	4	1,901,301		6%	140,225	9%	2029	5	3,293		10	%	170	11	%
2030	2030	2	362,768		1%	42,716	3%	2030	3	553		2	%	54	3	%
2031	2031	1	209,411		1%	37,146	2%	2031	—	—		—	%	—	—	%
2032								2032	1	1,343		4	%	211	13	%
Thereafter	Thereafter	4	17,481,503		52%	974,534	58%	Thereafter	4	16,529		49	%	770	48	%
Total	Total	63	$	32,926,035	100%	1,632,135	100%	Total	63	$	33,440	100	%	1,614	100	%


(1)			Annualized base rent is determined from the annualized~~September 30, 2022~~ base rent per leased square foot of the applicable year and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization.

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Results of Operations

The following table sets forth information regarding our consolidated results of ~~operations:~~operations ($ in thousands):


		Three Months Ended				Change		Nine Months Ended				Change			Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
		September 30, 2022		September 30, 2021		$		September 30, 2022		September 30, 2021		$			2023		2022		$		2023		2022		$
Revenues	Revenues													Revenues
Rental revenues	Rental revenues	$	29,800,542	$	7,990,019	$	21,810,523	$	78,499,014	$	22,657,008	$	55,842,006	Rental revenues	$	33,502	$	27,038	$	6,464	$	63,975	$	48,698	$	15,277
Other revenues	Other revenues	2,526,784		479,552		2,047,232		7,174,362		1,344,495		5,829,867		Other revenues	3,646		2,755		891		6,205		4,648		1,557
Total revenues	Total revenues	32,327,326		8,469,571		23,857,755		85,673,376		24,001,503		61,671,873		Total revenues	37,148		29,793		7,355		70,180		53,346		16,834
Expenses	Expenses													Expenses
Rental property operating	Rental property operating	12,058,745		3,508,587		8,550,158		29,640,581		10,252,430		19,388,151		Rental property operating	14,880		9,659		5,221		26,608		17,582		9,026
General and administrative	General and administrative	2,677,064		1,119,953		1,557,111		7,150,896		3,187,513		3,963,383		General and administrative	2,229		2,484		(255)		4,545		4,474		71
Management fee	Management fee	3,483,760		643,490		2,840,270		6,776,480		1,766,928		5,009,552		Management fee	3,579		2,096		1,483		7,257		3,293		3,964
Performance fee	Performance fee	3,682,263		3,686,804		(4,541)		11,913,482		4,947,892		6,965,590		Performance fee	—		4,718		(4,718)		—		8,231		(8,231)

Depreciation and amortization	Depreciation and amortization	13,773,074		3,350,031		10,423,043		42,315,873		11,462,760		30,853,113		Depreciation and amortization	12,765		15,348		(2,583)		25,569		28,543		(2,974)
Total expenses	Total expenses	35,674,906		12,308,865		23,366,041		97,797,312		31,617,523		66,179,789		Total expenses	33,453		34,305		(852)		63,979		62,123		1,856
Other income (expense)
Other (expense) income														Other (expense) income
Income from real estate-related loans and securities	Income from real estate-related loans and securities	3,157,771		1,326,228		1,831,543		5,646,556		3,880,813		1,765,743		Income from real estate-related loans and securities	5,149		1,418		3,731		11,512		2,489		9,023

Interest expense	Interest expense	(11,133,394)		(1,476,601)		(9,656,793)		(25,906,159)		(4,251,466)		(21,654,693)		Interest expense	(14,498)		(8,050)		(6,448)		(28,430)		(14,773)		(13,657)
Realized (loss) gain on real estate investments, net	Realized (loss) gain on real estate investments, net	(29,966)		296,975		(326,941)		638,794		1,277,640		(638,846)		Realized (loss) gain on real estate investments, net	639		—		639		504		669		(165)
Realized gain on financial instruments	Realized gain on financial instruments	3,319,040		—		3,319,040		10,413,111		—		10,413,111		Realized gain on financial instruments	4		7,094		(7,090)		105		7,094		(6,989)
Unrealized (loss) gain on investments, net	Unrealized (loss) gain on investments, net	(7,358,492)		(93,557)		(7,264,935)		(8,366,728)		226,426		(8,593,154)		Unrealized (loss) gain on investments, net	6,210		(7,799)		14,009		1,567		(1,008)		2,575
Total other (expense) income	Total other (expense) income	(12,045,041)		53,045		(12,098,086)		(17,574,426)		1,133,413		(18,707,839)		Total other (expense) income	(2,496)		(7,337)		4,841		(14,742)		(5,529)		(9,213)
Net loss		$	(15,392,621)	$	(3,786,249)	$	(11,606,372)	$	(29,698,362)	$	(6,482,607)	$	(23,215,755)
Net loss attributable to non-controlling interests in third party joint ventures		40,998		2,140		38,858		63,900		191,410		(127,510)
Net income (loss)														Net income (loss)	$	1,199	$	(11,849)	$	13,048	$	(8,541)	$	(14,306)	$	5,765
Net (income) loss attributable to non-controlling interests in third party joint ventures														Net (income) loss attributable to non-controlling interests in third party joint ventures	(67)		29		(96)		42		23		19
Net income attributable to non-controlling interests - preferred stockholders	Net income attributable to non-controlling interests - preferred stockholders	(24,251)		—		(24,251)		(24,251)		—		(24,251)		Net income attributable to non-controlling interests - preferred stockholders	(45)		—		(45)		(45)		—		(45)
Net loss attributable to redeemable non-controlling interests	Net loss attributable to redeemable non-controlling interests	13,308		—		13,308		4,661,401		—		4,661,401		Net loss attributable to redeemable non-controlling interests	(2)		3,673		(3,675)		6		4,648		(4,642)
Net loss attributable to Brookfield REIT stockholders		$	(15,362,566)	$	(3,784,109)	$	(11,578,457)	$	(24,997,312)	$	(6,291,197)	$	(18,706,115)
Net loss attributable to stockholders														Net loss attributable to stockholders	$	1,085	$	(8,147)	$	9,232	$	(8,538)	$	(9,635)	$	1,097
Per common share data:	Per common share data:													Per common share data:
Net loss per share of common stock - basic and diluted		$	(0.19)	$	(0.17)	$	(0.02)	$	(0.47)	$	(0.29)	$	(0.18)
Net income (loss) per share of common stock - basic and diluted														Net income (loss) per share of common stock - basic and diluted	$	0.01	$	(0.18)	$	0.19	(0.09)		$	(0.25)	$	0.16
Weighted average number of shares outstanding - basic and diluted	Weighted average number of shares outstanding - basic and diluted	82,473,239		22,667,470		59,805,769		53,143,361		22,027,204		31,116,157		Weighted average number of shares outstanding - basic and diluted	94,231		44,702		49,529		94,120		38,235		55,885

Revenues

Revenues primarily consist of base rent arising from tenant leases at our ~~multifamily,~~rental housing, net lease, office and logistics properties. During the three and ~~single-family rental properties. Revenues~~six months ended June 30, 2023, revenues increased ~~$23.9~~$7.4 million to ~~$32.3~~$37.1 million and increased ~~$61.7~~$16.8 million to ~~$85.7~~$70.2 million ~~for~~compared to the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively, compared to September 30, 2021.~~respectively. The increase iswas primarily driven by rental revenue generated from property acquisitions. Rental revenue also increased due to ~~the significant acquisition activity and~~same property rental growth ~~of the portfolio since September 30, 2021. We owned 19 consolidated investments as of September 30, 2022, compared to five consolidated investments as of September 30, 2021.~~at certain rental housing properties. The components of revenue during these periods are as follows ($ in ~~millions)~~thousands):


		Three Months Ended				Change		Nine Months Ended				Change			Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
		September 30, 2022		September 30, 2021		$		September 30, 2022		September 30, 2021		$			2023		2022		$		2023		2022		$
Rental revenue	Rental revenue	$	28.0	$	7.5	$	20.5	$	73.4	$	21.4	$	52.0	Rental revenue	$	28,909	$	25,639	$	3,270	$	57,427	$	45,399	$	12,028
Tenant reimbursements	Tenant reimbursements	1.8		0.4		1.4		5.1		1.3		3.8		Tenant reimbursements	4,593		1,399		3,194		6,548		3,299		3,249
Ancillary income and fees	Ancillary income and fees	2.5		0.5		2.0		7.2		1.3		5.9		Ancillary income and fees	3,646		2,755		891		6,205		4,648		1,557
Total revenue	Total revenue	$	32.3	$	8.4	$	23.9	$	85.7	$	24.0	$	61.7	Total revenue	$	37,148	$	29,793	$	7,355	$	70,180	$	53,346	$	16,834

~~Table of~~ ~~Contents~~

Rental Property Operating Expenses

Rental property operating expenses consist of the costs of ownership and operation of our real estate properties, including real estate taxes, repairs and maintenance expenses, utilities, property management fees, and insurance expenses. ~~Rental~~During the three and six months ended June 30, 2023, rental property operating expenses increased ~~$8.6~~$5.2 million to ~~$12.1~~$14.9 million and increased ~~$19.4~~$9.0 million to ~~$29.6~~$26.6 million ~~during~~ compared to the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively, compared to September 30, 2021.~~respectively. The increase ~~is attributable~~was

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primarily due to property acquisitions during the period. Same property operating expenses also contributed to the increase in ~~the portfolio size as described above.~~rental property operating expenses.

General and Administrative Expenses

General and administrative expenses are corporate-level expenses that relate mainly to our compliance and administration costs, including legal fees, audit fees, professional tax fees, valuation fees, board of director fees and other professional fees. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, general and administrative expenses decreased $0.3 million to $2.2 million and increased ~~$1.6~~$0.1 million to $4.5 million compared to the to ~~$2.7 million~~three and ~~increased $4.0 million to $7.2 million,~~ ~~respectively, compared to September~~six months ended June 30, ~~2021. The increase is attributable to the increase in the portfolio size as described above.~~2022, respectively.

Management Fee

Management fees are earned by our Adviser for providing services pursuant to the Advisory Agreement. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, management fees increased ~~$2.8~~$1.5 million to $3.6 million and increased $4.0 million to $7.3 million compared to the ~~to $3.5 million~~three and ~~increased $5.0 million to $6.8 million,~~ ~~respectively, compared to September~~six months ended June 30, ~~2021.~~2022, respectively. Management fees are calculated based on our aggregate NAV of Class S, Class I, Class T, Class D, and Class C shares (no management fees are paid on Class E shares) and are paid monthly. The increase in the current period was due to the growth of our NAV of Class S, Class I, Class D and Class C shares, which increased by ~~$920.2~~$146.5 million from ~~September~~June 30, ~~2021~~2022 to ~~September~~June 30, ~~2022.~~2023 primarily due to the issuance of new shares.

Performance Fee

~~During~~Performance fees relate to amounts payable to the~~three months ended September 30, 2022,~~ Adviser based on the total return for the period, subject to a minimum return hurdle. Total return is defined as distributions paid or accrued plus the change in NAV, adjusted for subscriptions and repurchases. The performance ~~fees remained flat~~fee is accrued monthly and becomes payable at ~~$3.7 million compared to~~the end of each calendar year. There was no performance fee accrued during the three months ended ~~September~~June 30, ~~2021.~~2023 due to the total return not exceeding the hurdle. During the ~~nine~~three and six months ended ~~September~~June 30, 2022, the accrued performance ~~fees~~ ~~increased $7.0~~fee was $4.7 million ~~to $11.9~~and $8.2 million, ~~compared~~respectively, due to the ~~nine months ended September 30, 2021, primarily as a result of our increased NAV~~higher total return in the ~~current period compared to the~~ prior ~~year period.~~year.

Depreciation and Amortization

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, depreciation and amortization ~~increased $10.4~~decreased $2.6 million to $12.8 million and decreased $3.0 million to $25.6 million compared to the ~~to $13.8 million~~three and ~~increased $30.9 million to $42.3 million,~~ ~~respectively, compared to September~~six months ended June 30, ~~2021. The increase is attributable to the increase in the portfolio size as described above.~~2022.

Income from Real Estate-Related Loans and Securities

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, interest income from real estate-related loans and securities increased ~~$1.8~~$3.7 million to $5.1 million and increased $9.0 million to $11.5 million compared to the ~~to $3.2 million~~three and ~~increased $1.8 million to $5.6 million,~~ ~~respectively, compared to September~~six months ended June 30, ~~2021.~~2022, respectively. The increase in interest income is due to ~~significant~~ acquisition activity of real estate-related securities ~~during~~over the ~~current period.~~course of the last twelve months. As of ~~September~~June 30, ~~2022,~~2023, we owned 7079 positions in real estate-related loans and securities, compared to ~~ten~~just seven positions as of ~~September~~June 30, ~~2021.~~2022. As of June 30, 2023, our investments in real estate-related securities had a weighted average coupon of 7.24%.

Interest Expense

Interest expense is primarily related to interest payable on our mortgage loans, secured term loan, Secured Credit Facility and ~~credit facilities.~~Affiliate Line of Credit. Interest expense increased ~~$9.7 million~~ ~~to $11.1 million~~ ~~and increased $21.7~~$6.4 million to ~~$25.9~~$14.5 million and increased $13.7 million to $28.4 million during the three and ~~nine~~six months ended ~~September~~June 30, 2023 compared to the three and six months ended June 30, 2022, ~~respectively, compared to September 30, 2021.~~respectively. The increase iswas primarily due to ~~additional indebtedness related to the increase in the portfolio size as described above as well as~~ the impact of ~~LIBOR and SOFR increases~~rising interest rates on our variable rate ~~debt.~~debt as well as additional indebtedness due to property acquisitions.

Realized (Loss) Gain on Real Estate Investments, Net

Realized (loss) gain on real estate investments is related to the gains and losses recognized upon disposition of our investments in real estate and real estate-related loans and securities. During the ~~three~~six months ended ~~September~~June 30, ~~2022,~~2023, we sold ~~three~~ real estate-related securities ~~positions~~ for aggregate gross proceeds of ~~$5.9~~$62.6 million resulting in a realized loss of $0.5 million, compared to the sale of ~~one~~ real ~~estate-related security position~~estate related securities for aggregate gross proceeds of ~~$1.0~~$3.1 million resulting in a realized gain of $0.7 million during the ~~three~~six months ended ~~September~~ June 30, 2021. During the nine months ended September 30, 2022, we sold four real estate-related securities positions for aggregate gross proceeds of $9.0 million, compared to the sale of three real estate related securities positions for aggregate gross proceeds of $5.9 million during the nine months ended September 30, 2021.2022.

~~Table of~~ ~~Contents~~

Realized Gain on Financial Instruments

Realized gains on financial instruments consist of foreign currency swap settlements related to our unconsolidated non-U.S. investment in Principal Place. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023 we had realized gains on financial instruments of ~~$3.3~~$0.0 million and ~~$10.4~~$0.1 million, respectively, due to decreases in the GBP to USD exchange rate. We had ~~no foreign currency swaps~~realized gains on financial instruments of $7.1 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

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Unrealized ~~Gains and Losses~~(Loss) Gain on Investments, Net

Unrealized ~~gains~~(loss) gain on investments, ~~consists~~net consist of changes in the fair value of our investments in real estate-related securities and investments in unconsolidated entities. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we recognized unrealized gains of $6.2 million and $1.6 million, respectively, compared to unrealized losses of ~~$7.4~~$7.8 million and ~~$8.4~~$1.0 million~~, respectively~~. during the three and six months ended June 30, 2022, respectively. The unrealized ~~losses are~~gain during the current period was primarily attributable to ~~the foreign currency translation and a decrease~~an increase in the fair ~~market~~ value of our ~~unconsolidated non-U.S. investment in Principal Place.~~derivative instruments.

Net (Income) Loss Attributable to Redeemable Non-Controlling Interests

~~During~~Net loss attributable to redeemable non-controlling interests was $0.0 million for the~~three and nine~~ six months ended ~~September~~June 30, ~~2022, there were $0.0~~2023 as compared to Net loss attributable to redeemable non-controlling interests of $4.6 million ~~and $4.7 million, respectively, of net losses~~for the six months ended June 30, 2022. The loss or income allocable to redeemable non-controlling interests is related to interests held in ~~Brookfield REIT~~the Operating Partnership LP by parties other than ~~the Company.There was no redeemable non-controlling interest during the three and nine months ended September 30, 2021.~~us.

Reimbursement by the Adviser

Pursuant to the Advisory Agreement, 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: (i) 2% of our Average Invested Assets or (ii) 25% of our Net Income (each as defined in our charter) (the “2%/25% Limitation”).

Notwithstanding the foregoing, to the extent that our Total Operating Expenses exceed these limits and the independent directors determine that the excess expenses were justified based on unusual and non-recurring factors that they deem sufficient, the Adviser would not be required to reimburse us.

For the four consecutive quarters ended ~~September~~June 30, ~~2022,~~2023, our Total Operating Expenses ~~exceeded~~did not exceed the 2%/25% Limitation. Based upon a review of unusual and non-recurring factors, including but not limited to outsized performance during this period resulting in an increased performance fees, our independent directors determined that the excess expenses were justified.

Liquidity and Capital Resources

Our primary needs for liquidity are to fund ~~our~~ investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay our offering and operating expenses, to fund capital expenditures at our properties, and to pay debt service on our outstanding indebtedness. Our operating expenses include, among other things, fees and expenses related to managing our properties and other investments, the management and performance fees we pay to the Adviser (to the extent the Adviser elects to receive such fees in cash) and general corporate expenses.

We believe that our current liquidity position is sufficient to meet the operating needs of our business, with ~~$469.6~~$385.3 million of liquidity as of ~~September~~June 30, ~~2022,~~2023, consisting of ~~$96.2~~$49.6 million of unrestricted cash and cash equivalents, ~~$248.4~~$29.7 million of short-term U.S. Treasury Bonds, $181.0 million of undrawn available capacity on our Secured Credit Facility and $125.0 million of undrawn available capacity on our Affiliate Line of Credit. We may also generate additional liquidity through the sale of our real estate-related securities, which ~~were $273.1~~totaled $277.9 million as of ~~September~~June 30, ~~2022.~~2023.

Our portfolio remains conservatively leveraged at ~~47.7%~~44.8% as of ~~September~~June 30, ~~2022,~~2023, and we believe we can generate additional liquidity by incurring indebtedness secured by our investments. Our leverage ratio is calculated by dividing (i) the ~~property-level~~consolidated property level and entity-level debt, excluding any third-party interests in such debt, net of ~~unrestricted~~ cash, loan-related restricted cash, and trading securities by (ii) the gross asset value of real estate equity investments (calculated using the greater of fair value and cost of gross real estate assets), excluding any third-party interests in such investments, plus our equity ~~investments), inclusive~~in real estate-related debt investments. Additionally, there is no indebtedness on our real estate-related debt investments. The leverage ratio would be higher if our pro rata share of ~~property-level and entity-level~~ debt ~~net of cash and tradable securities.~~within our unconsolidated investment was included in the calculation.

~~Our~~We expect our cash needs for acquisitions and other investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. During the ~~nine~~three months ended ~~September~~June 30, ~~2022,~~2023, we received ~~$539.7~~ $41.9 million of ~~gross~~ proceeds from the sale of shares of our common stock, including proceeds from our private offerings. In addition, during the three and six months ended June 30, 2023, we repurchased ~~$32.2~~$48.4 million and $93.1 million in shares of our common stock under our share repurchase plan.

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The following table is a summary of our indebtedness as of ~~September~~June 30, ~~2022:~~2023 ($ in thousands):

Indebtedness
Interest Rate(1)
Maturity Date Maximum Facility Size Principal Balance Outstanding
Anzio Apartments mortgage loan L+1.59% May 2029 $ 44,400,000
Two Liberty Center mortgage loan L+1.50% August 2024 62,085,155
Lakes at West Covina mortgage loan L+1.55% February 2025 25,603,855
Arbors of Las Colinas mortgage loan SOFR+2.24% January 2031 45,950,000
1110 Key Federal Hill mortgage loan 2.34% October 2028 51,520,000
Domain mortgage loan SOFR+1.50% December 2026 48,700,000
DreamWorks Animation Studios mortgage loan 3.20% March 2029 212,200,000
Secured Multifamily Term Loan(2)
SOFR+1.70% March 2025 372,760,000
Secured Credit Facility(3)
SOFR+1.95% January 2023 $ 500,000,000 251,618,200
Affiliate Line of Credit(4)
SOFR+2.25% November 2023 $ 125,000,000 —
Total Indebtedness $ 1,114,837,210

Indebtedness

Interest Rate(1)

Maturity Date(2)

Maximum Facility Size

Principal Balance Outstanding

Anzio Apartments mortgage loan

L+1.59%(8)

May 2029

44,400

Two Liberty Center mortgage loan

SOFR+1.60%(6)

August 2024

62,085

Lakes at West Covina mortgage loan

SOFR+1.66%(7)

February 2025

25,604

Arbors of Las Colinas mortgage loan

SOFR+2.24%

January 2031

45,950

1110 Key Federal Hill mortgage loan

2.34%

October 2028

51,520

Domain mortgage loan

SOFR+1.50%

December 2026

48,700

DreamWorks Animation Studios mortgage loan

3.20%

March 2029

212,200

Briggs + Union mortgage loan

SOFR+1.75%

December 2027

80,000

Secured Multifamily Term Loan(3)

SOFR+1.70%

March 2027

372,760

Secured Credit Facility(4)

SOFR+2.00%

January 2025

300,000

118,985

Affiliate Line of Credit(5)

SOFR+2.25%

November 2023

125,000

—

Total Indebtedness

1,062,204


(1)			The term “L” refers to the one-month US dollar-denominated LIBOR. As of ~~September~~June 30, 2023 and December 31, 2022, one-month LIBOR was ~~equal to 3.14%.~~5.22% and 4.39%, respectively. As of ~~September~~June 30, 2023 and December 31, 2022, SOFR was ~~equal to 2.98%. As of September 30, 2022, the Company has outstanding interest rate swaps~~5.09% and caps with an aggregate notional balance of $73.3 million that mitigate our exposure to changes in foreign currency exchange rates and potential future interest rate increases under our floating-rate debt.4.30%, respectively.
(2)			Includes the fully extended maturity date for loans with extension options that are at our discretion and we currently expect to be able to exercise.
(3)			As of ~~September~~June 30, ~~2022,~~2023, borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso, ~~Apartments,~~ 2626 South Side Flats and The ~~Parker.~~Parker at Huntington Metro. The Secured Multifamily Term Loan matures on March 21, 2025, and has two one-year extension options to March 2026 and 2027, subject to certain conditions.
~~(3)~~(4)			As of ~~September~~June 30, ~~2022,~~2023, borrowings on the Secured Credit Facility ~~are~~were secured by the following properties: ~~8400 Westphalia Road,~~ 6123-6227 Monroe Court, ~~McLane Distribution Center,~~ 2003 Beaver Road, 187 Bartram Parkway, ~~Briggs & Union~~ and certain properties in the Single Family Rental Portfolio. In October 2022, the maturity date was extended to January 8, 2023, concurrent with the Company executed a term sheet with the lead lender to amend the facility which would extend the maturity date to January 2025.single-family rentals.
~~(4)~~(5)			Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to ~~the Company~~us or ~~its~~our subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.
(6)			In April 2023, the interest rate benchmark was converted from LIBOR to SOFR and the spread was adjusted from 1.50% to 1.60%.
(7)			In March 2023, the interest rate benchmark was converted from LIBOR to SOFR and the spread was adjusted from 1.55% to 1.66%.
(8)			Subsequent to June 30, 2023, the interest rate benchmark was converted from LIBOR to SOFR plus a 0.11% credit adjustment.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted ~~cash:~~cash ($ in thousands):

Nine months ended
September 30, 2022 September 30, 2021
Net cash provided by operating activities $ 55,332,548 $ 6,555,158
Net cash used in investing activities (781,631,711) (95,748,025)
Net cash provided by financing activities 793,472,115 76,904,964
Net change in cash and cash equivalents and restricted cash $ 67,172,952 $ (12,287,903)


	Six months ended
	June 30, 2023		June 30, 2022
Cash flows provided by operating activities	$	17,102	$	34,235
Cash flows provided by (used in) investing activities	3,036		(582,627)
Cash (used in) provided by financing activities	(34,207)		667,019
Net change in cash and cash equivalents and restricted cash	$	(14,069)	$	118,627

Cash flows provided by operating activities decreased $17.1 million during the six months ended June 30, 2023 compared to the corresponding period in 2022. The decrease is primarily due to $8.8 million of upfront derivative acquisition costs in the current period, which are deferred and amortized to net income over the term of the instrument, as well as increased ~~$48.8~~interest expense as a result of rising interest rates on our floating rate debt. This decrease was partially offset by an increase in rental revenues compared to the prior period.

Cash flows (used in) provided by investing activities increased $585.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023 compared to the ~~nine months ended September 30, 2021, due to increased cash flows from the operations of our investments~~corresponding period in real estate and income from our investments in real estate-related loans and securities. As of September 30, 2022, we owned 19 consolidated properties, compared to five properties as of September 30, 2021.

~~Cash flows used in investing activities increased $685.9 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021,~~2022. The increase is primarily due to ~~an increase~~a net decrease of ~~$470.0~~$606.9 million used in ~~our~~the acquisitions of real estate, ~~and an increase of $233.7 million in our acquisitions of~~ real estate-related securities and trading securities. This was partially offset by $28.8 million of proceeds received in the prior period from the sale of preferred membership ~~interests during the current period.~~interests.

Cash flows (used in) provided by financing activities ~~increased $716.6~~decreased $701.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023 compared to the ~~nine months ended September 30, 2021, primarily~~corresponding period in 2022. The decrease is due to ~~an increase of $325.8~~a $259.5 million ~~from~~decrease in borrowings, ~~from mortgage loans and credit facilities,~~ net of repayments, ~~and an increase of $415.5~~a $248.7 million decrease in proceeds from the ~~sale~~issuance of common ~~stock.~~

stock, a $75.4 million increase in repurchases

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of common stock, a $73.8 million decrease in subscriptions received in advance, and a $38.0 million decrease in proceeds received from the issuance of OP Units.

Net Asset Value

~~We calculate~~Our board of directors, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by the Adviser and our independent valuation advisor in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities and will likely differ from the book value of our equity reflected in our financial statements. The purchase and repurchase price per share for each class of our common stock is the then-current transaction price, which generally equals our prior month’s NAV per share, ~~in accordance with~~as determined monthly, plus, for purchases only, applicable selling commissions and dealer manager fees.

For more information on the calculation of our NAV and the valuation ~~guidelines that have been approved by~~method used, please refer to Item 5 of our ~~board of directors.~~ Annual Report on Form 10-K for the year ended December 31, 2022.

Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, Class D, Class C and Class E shares of common stock, as well as partnership interests in the Operating Partnership held by parties other than ~~the Company.~~us. The following table provides a breakdown of the major components of our NAV as of ~~September~~June 30, ~~2022:~~2023 ($ and shares/units in thousands):


Components of NAV	~~September~~June 30, ~~2022~~2023
Investments in real ~~properties~~estate	$	~~1,841,811,761~~1,756,337
Investments in real estate-related loans and securities	~~306,304,553~~310,305
Investments in unconsolidated entities	~~82,247,709~~79,600
Cash and cash equivalents	~~96,156,143~~49,561
Restricted cash	~~31,800,423~~16,369
Other assets	~~26,239,356~~60,289
Debt obligations	~~(1,087,765,252)~~(1,035,137)
~~Accrued performance fee~~	~~(11,913,481)~~
Accrued stockholder servicing fees(1)	~~(309,491)~~(328)
Management fee payable	~~(1,228,066)~~(1,161)
Dividend payable	~~(4,934,983)~~(5,357)
Subscriptions received in advance	~~(22,074,124)~~(3,804)
Other liabilities	~~(31,364,757)~~(54,774)
Non-controlling interests in joint ventures	~~(22,790,255)~~(20,380)
Net asset value	$	~~1,202,179,536~~1,151,520
Number of shares/units outstanding	~~86,457,764~~92,163


(1)			Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of ~~September~~June 30, ~~2022,~~2023, we have accrued under GAAP approximately ~~$26.4~~$28.0 million of stockholder servicing fees.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of ~~September~~June 30, ~~2022:~~2023 ($ and shares/ units in thousands, except per share/unit data):


NAV Per Share/Unit	NAV Per Share/Unit	Class S Shares		Class I Shares		Class C Shares(1)		Class E Shares(1)		Class D Shares		Class T Shares		Third-party Operating Partnership Units(2)		Total		NAV Per Share/Unit	Class S Shares		Class I Shares		Class D Shares		Class T Shares		Class C Shares(1)		Class E Shares(1)		Third-party Operating Partnership Units(2)		Total
Net asset value	Net asset value	$	458,299,315	$	575,990,855	$	126,239,358	$	40,384,377	$	243,525	$	—	$	1,022,106	$	1,202,179,536	Net asset value	$	453,813	$	531,682	$	1,648	$	—	$	121,073	$	42,343	$	961	$	1,151,520
Number of shares/units outstanding	Number of shares/units outstanding	33,052,037		41,261,903		9,239,563		2,815,377		17,628		—		71,256		86,457,764		Number of shares/units outstanding	36,391		42,330		131		—		9,856		3,378		77		92,163
NAV Per Share/Unit as of September 30, 2022		$	13.8660	$	13.9594	$	13.6629	$	14.3442	$	13.8145	$	—	$	14.3442
NAV Per Share/Unit as of June 30, 2023																		NAV Per Share/Unit as of June 30, 2023	$	12.4704	$	12.5603	$	12.6073	$	—	$	12.2839	$	12.5345	$	12.5345


(1)			Class C and Class E shares of our common stock are offered to investors pursuant to private offerings.
(2)			Includes the ~~partnership interests~~units of the Operating Partnership held by parties other than ~~the Company.~~us.

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As of ~~September~~June 30, ~~2022,~~2023, no Class T shares had been issued.

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the ~~September~~June 30, ~~2022~~2023 valuations, based on property types.


Property Type	Property Type	Discount Rate	Exit Capitalization Rate	Property Type	Discount Rate	Exit Capitalization Rate
Multifamily		6.3%	5.0%
Rental Housing				Rental Housing	6.7%	5.2%
Net Lease	Net Lease	5.1%	4.9%	Net Lease	6.4%	4.6%
Office	Office	7.8%	6.8%	Office	8.3%	6.8%
Logistics	Logistics	6.0%	5.1%	Logistics	6.7%	5.6%
Single-Family Rental		6.3%	5.1%

These assumptions are determined by ~~the~~our independent valuation ~~advisor and reviewed by the Adviser.~~advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:


Input	Input	Hypothetical Change	Multifamily Investment Values	Net Lease Investment Values	Office Investment Values	Logistics Investment Values	Single-Family Rental Investment Values	Input	Hypothetical Change	Rental Housing Investment Values	Net Lease Investment Values	Office Investment Values	Logistics Investment Values
Discount Rate	Discount Rate	.25% Decrease	1.9%	1.8%	2.2%	1.9%	2.0%	Discount Rate	.25% Decrease	2.0%	2.0%	2.1%	2.0%
(weighted average)	(weighted average)	.25% Increase	(1.9)%	(2.1)%	(2.1)%	(2.0)%	(2.0)%	(weighted average)	.25% Increase	(1.9)%	(2.0)%	(2.0)%	(1.9)%
Exit Capitalization Rate	Exit Capitalization Rate	.25% Decrease	3.4%	3.1%	2.5%	3.5%	3.0%	Exit Capitalization Rate	.25% Decrease	3.1%	3.9%	2.5%	3.0%
(weighted average)	(weighted average)	.25% Increase	(3.2)%	(3.1)%	(2.4)%	(3.2)%	(3.0)%	(weighted average)	.25% Increase	(2.8)%	(3.3)%	(2.3)%	(2.8)%

The preceding tables do not include recently acquired properties, which are held at cost in accordance with our valuation ~~guidelines, and our unconsolidated interest in Principal Place.~~guidelines.

The following table reconciles Stockholders’ Equity per our Consolidated Balance Sheets to our ~~NAV:~~NAV ($ in thousands):


Reconciliation of Stockholders’ Equity to NAV	~~September~~June 30, ~~2022~~2023
~~Stockholders'~~Stockholders’ equity under U.S. GAAP	$	~~917,973,099~~927,975
Redeemable non-controlling interest	~~1,022,106~~961
Total ~~partners'~~partners’ capital of Operating Partnership under GAAP	~~918,995,205~~928,936
Adjustments:
Accrued stockholder servicing fee	~~26,050,915~~27,638
Deferred rent	~~(3,797,462)~~(4,946)
Advanced organizational and offering costs	~~12,846,621~~11,243
Unrealized net real estate appreciation	~~169,082,145~~70,721
Accumulated amortization of discount	~~(176,803)~~(36)
Accumulated depreciation and amortization	~~79,178,915~~117,964
NAV	~~1,202,179,536~~$	1,151,520

The following details the adjustments to reconcile stockholders’ equity under GAAP to our NAV:

•~~Accrued stockholder servicing fee:~~ Accrued stockholder servicing fee represents the accrual for the full cost of the stockholder servicing fee for Class S and Class D shares. Under GAAP, we accrued the full cost of the stockholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold such share. Refer to Note 2 — “Summary of Significant Accounting Policies” to our unaudited consolidated financial statements for further details of the GAAP treatment regarding the stockholder servicing fee. For purposes of calculating NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid.

•Deferred ~~rent: Deferred~~ rent represents ~~straight line~~straight-line rental revenue recorded under GAAP. For purposes of calculating NAV, deferred rental revenues are excluded.

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•~~Organization and offering costs:~~ The Adviser and ~~previously the Oaktree Adviser, agreed to advance~~its affiliates advanced organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) ~~the Company has been and will~~

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~~continue reimbursing the Adviser for~~ all such advanced expenses paid through July 5, 2022 are reimbursed ratably over the 60 months following July 6, 2022; and (2) ~~the Company will reimburse the Adviser for~~ all such advanced expenses paid from July 6, 2022 through July 5, 2023 are reimbursed ratably over the 60 months following July 6, 2023 As part of the Adviser Transition, the Adviser acquired the Oaktree Adviser’s receivable related to the organization and offering expenses previously incurred by the Oaktree Adviser. We have been and will continue reimbursing the Adviser for the Oaktree Adviser’s receivables ratably over the 60 months following July 6, 2022.2023. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. ~~Organization and offering expenses that have been advanced by the Adviser are excluded for the~~For purposes of calculating NAV, ~~and will be~~such costs are recognized as a reduction to NAV as they are reimbursed to the Adviser.

•~~Unrealized net real estate appreciation:~~ Our investments in real estate are presented ~~under~~at their depreciated historical cost basis in our GAAP ~~Consolidated Financial Statements.~~consolidated financial statements. Our investments in real estate-related loans are presented at their amortized cost basis in our GAAP consolidated financial statements. Additionally, our mortgage loans, term loans, and credit facilities ~~and repurchase agreements~~ (“Debt”) are presented at their carrying value in our ~~Consolidated Financial Statements.~~GAAP consolidated financial statements. As such, any ~~increases or decreases~~changes in the fair market value of our investments in real estate, investments in real estate-related loans or ~~our~~ Debt are not ~~recorded~~included in our GAAP results. For purposes of ~~determining our~~calculating NAV, our investments in real estate, investments in real estate-related loans, and our Debt are recorded at fair ~~value.~~value and any changes in fair value are recognized as unrealized net real estate appreciation.

•~~Accumulated amortization of discount:~~ We amortize the discount on our ~~loan~~ investments in real estate-related loans over the term ~~period~~of the loan in accordance with GAAP. ~~Such~~For purposes of calculating NAV, our investments in real estate-related loans are recorded at fair value and such amortization is ~~excluded for purposes of determining our NAV.~~excluded.

•~~Accumulated depreciation and amortization:~~ We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. ~~Such~~For the purposes of calculating NAV, such depreciation and amortization is ~~excluded for purposes of determining our NAV.~~excluded.

Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution

We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental measure of our operating results. Our Consolidated Financial Statements are presented under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of real estate investments will fluctuate over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, plus (iii) real estate-related depreciation and amortization, and (iv) after adjustments for our share of consolidated and unconsolidated joint ventures.

We also believe that adjusted FFO (“AFFO”) is a meaningful non-GAAP supplemental disclosure of our operating results. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income, (ii) amortization of above- and below-market lease intangibles, (iii) amortization of mortgage premium/discount, (iv) organization costs, (v) amortization of restricted stock awards, (vi) unrealized gains and losses from changes in fair value of real estate-related loans and securities, (vii) non-cash performance fee or other non-cash incentive compensation, and (viii) similar adjustments for unconsolidated joint ventures.

We also believe funds available for distribution (“FAD”) is an additional meaningful non-GAAP supplemental disclosure that provides useful information for considering our operating results and certain other items relative to the amount of our distributions by removing the impact of certain non-cash items on our distributions. FAD is calculated as AFFO excluding (i) management fees paid in shares or operating partnership units even if repurchased by us, and including deductions for (ii) stockholder servicing fees paid during the period, and (iii) similar adjustments for unconsolidated joint ventures. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with GAAP, as it excludes adjustments for working capital items and actual cash receipts from interest income recognized on real estate related securities. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items. Furthermore, FAD is adjusted for stockholder servicing fees and recurring tenant improvements, leasing commissions, and other capital expenditures, which are not considered when determining cash flows from operating activities in accordance with GAAP.

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The following table presents a reconciliation of FFO, AFFO and FAD to net loss attributable to our ~~stockholders:~~ stockholders and redeemable non-controlling interests. We believe it is meaningful to include redeemable non-controlling interests since it is a component of our NAV ($ in thousands):


		For the nine months ended September 30, 2022		For the nine months ended September 30, 2021			Six months ended
Net loss attributable to stockholders and redeemable non-controlling interests		$	(29,658,713)	$	(6,291,197)
							June 30, 2023		June 30, 2022
Net loss attributable to REIT shareholders including Redeemable non-controlling interest						Net loss attributable to REIT shareholders including Redeemable non-controlling interest	$	(8,544)	$	(14,283)
Adjustments to arrive at FFO:	Adjustments to arrive at FFO:					Adjustments to arrive at FFO:
Depreciation and amortization	Depreciation and amortization	42,315,873		11,462,760		Depreciation and amortization	25,569		28,543
Amount attributed to non-controlling interests of third party joint ventures for above adjustments	Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(571,689)		(853,350)		Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(396)		(376)
FFO attributable to stockholders and redeemable non-controlling interests	FFO attributable to stockholders and redeemable non-controlling interests	$	12,085,471	$	4,318,213	FFO attributable to stockholders and redeemable non-controlling interests	$	16,629	$	13,884
Adjustments to arrive at AFFO:	Adjustments to arrive at AFFO:					Adjustments to arrive at AFFO:
Straight-line rental income	Straight-line rental income	(1,544,763)		(195,368)		Straight-line rental income	$	(814)	$	(1,157)
Amortization of above and below market leases and lease inducements	Amortization of above and below market leases and lease inducements	(810,186)		171,522		Amortization of above and below market leases and lease inducements	(538)		(686)
Amortization of deferred financing costs	Amortization of deferred financing costs	2,017,364		—		Amortization of deferred financing costs	1,590		1,130
Amortization of mortgage premium/discount		(63,896)		(63,896)
Amortization of origination fees and discount						Amortization of origination fees and discount	(49)		(112)
Amortization of restricted stock awards	Amortization of restricted stock awards	241,875		52,950		Amortization of restricted stock awards	177		81
Unrealized loss (gain) on investments(1)		8,366,728		(226,426)
Non-cash performance fee and performance participation allocation		11,913,482		4,947,892
Unrealized (gain) loss on investments(1)						Unrealized (gain) loss on investments(1)	(1,567)		1,008
Non-cash performance fee						Non-cash performance fee	—		8,231
Amount attributed to non-controlling interests of third party joint ventures for above adjustments	Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(16,245)		5,833		Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(6)		(9)
AFFO attributable to stockholders and redeemable non-controlling interests	AFFO attributable to stockholders and redeemable non-controlling interests	32,189,830		9,010,720		AFFO attributable to stockholders and redeemable non-controlling interests	15,422		22,370
Adjustments to arrive at FAD:	Adjustments to arrive at FAD:					Adjustments to arrive at FAD:
Realized (loss) gain on real estate investments, net		(638,794)		(1,277,640)
Realized (gain) loss on investments in real estate loans and securities						Realized (gain) loss on investments in real estate loans and securities	(504)		(669)
Non-cash management fee	Non-cash management fee	6,776,480		1,766,928		Non-cash management fee	7,257		3,293
Stockholder servicing fees	Stockholder servicing fees	(2,269,521)		(1,075,763)		Stockholder servicing fees	(2,038)		(1,362)
FAD attributable to stockholders and redeemable non-controlling interests	FAD attributable to stockholders and redeemable non-controlling interests	$	36,057,995	$	8,424,245	FAD attributable to stockholders and redeemable non-controlling interests	$	20,137	$	23,632


(1)			Unrealized (gain) loss ~~(gain)~~ on investments relates to mark-to-market changes on our investments in real estate-related securities, derivative contracts, and unconsolidated joint venture reported at fair value. Unrealized (gain) loss on investments includes ~~$3,161,474~~$2.1 million and $2.1 million of net operating income less interest expense attributable to our share in the unconsolidated joint venture reported at fair ~~value.~~value for the six months ended June 30, 2023 and 2022, respectively.

FFO, AFFO, and FAD should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO, AFFO, and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO, AFFO, and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

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Distributions

~~The Company~~We generally ~~intends~~intend to distribute substantially all of ~~its~~our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to ~~its~~our stockholders each year to ~~comply with~~satisfy the requirements for qualification as a REIT ~~provisions of~~under the Code.

Each class of ~~the Company’s~~our common stock receives the same aggregate gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fees, management fees and performance fees, which are class-specific expenses and deducted from the monthly distribution per share.

The following table details the aggregate net ~~distribution~~distributions declared for each class of ~~our share classes~~common stock for the ~~nine~~six months ended ~~September~~June 30, ~~2022:~~2023:

Declaration Date Class S Shares Class I Shares Class C Shares Class E Shares Class T Shares Class D Shares
January 28, 2022 $ 0.0459 $ 0.0546 $ 0.0547 $ 0.0676 $ — $ —
March 1, 2022 0.0473 0.0552 0.0553 0.0683 — —
March 30, 2022 0.0478 0.0568 0.0569 0.0703 — —
April 28, 2022 0.0488 0.0575 0.0577 0.0712 — —
May 27, 2022 0.0505 0.0599 0.0601 0.0742 — —
June 29, 2022 0.0505 0.0598 0.0601 0.0742 — 0.0570
July 28, 2022 0.0503 0.0598 0.0601 0.0742 — 0.0570
August 30, 2022 0.0503 0.0598 0.0601 0.0743 — 0.0570
September 29, 2022 0.0506 0.0598 0.0601 0.0743 — 0.0572
Total $ 0.4420 $ 0.5232 $ 0.5251 $ 0.6486 $ — $ 0.2282


	Class S		Class I		Class D		Class T(1)		Class C		Class E
Aggregate gross distributions declared per share of common stock	$	0.7763	$	0.7763	$	0.7763	$	—	$	0.7763	$	0.7763
Stockholder servicing fee per share of common stock	(0.0545)		—		(0.0162)		—		—		—
Management fee per share of common stock	(0.0816)		(0.0822)		(0.0820)		—		(0.0803)		—
Performance fee per share of common stock	(0.3353)		(0.3353)		(0.3353)		—		(0.3353)		—
Net distributions declared per share of common stock	$	0.3049	$	0.3588	$	0.3428	$	—	$	0.3607	$	0.7763

~~On June 1, 2022, the Company issued its first Class D shares of common stock. As of September 30, 2022, no Class T shares had been issued.~~


(1)			We did not have any Class T shares of common stock issued or outstanding, thus no distributions were declared for Class T during the six months ended June 30, 2023.

The following tables summarize our distributions declared during the three and ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021:~~($ in thousands):


		Three Months Ended September 30, 2022				Three Months Ended September 30, 2021					Three Months Ended June 30, 2023				Three Months Ended June 30, 2022
		Amount		Percentage		Amount		Percentage			Amount		Percentage		Amount		Percentage
Distributions	Distributions									Distributions
Payable in cash	Payable in cash	$	5,604,827	40	%	$	1,099,716	43	%	Payable in cash	$	6,686	42	%	$	5,098	60	%
Reinvested in shares	Reinvested in shares	8,428,057		60	%	1,459,726		57	%	Reinvested in shares	9,390		58	%	3,384		40	%
Total distributions	Total distributions	$	14,032,884	100	%	$	2,559,442	100	%	Total distributions	$	16,076	100	%	$	8,482	100	%

Sources of Distributions	Sources of Distributions									Sources of Distributions
Cash flows from operating activities from current period		$	14,032,884	100	%	$	2,559,442	100	%
Cash flows from operating activities(1)										Cash flows from operating activities(1)	$	16,076	100	%	$	8,482	100	%
Total sources of distributions	Total sources of distributions	$	14,032,884	100	%	$	2,559,442	100	%	Total sources of distributions	$	16,076	100	%	$	8,482	100	%

Cash flows from operating activities	Cash flows from operating activities	$	21,097,211			$	3,954,502			Cash flows from operating activities	$	15,378			$	23,778
Funds from Operations~~(1)~~(2)	Funds from Operations~~(1)~~(2)	$	(1,798,508)			$	(676,272)			Funds from Operations~~(1)~~(2)	$	13,655			$	3,234
Adjusted Funds from Operations~~(1)~~(2)	Adjusted Funds from Operations~~(1)~~(2)	$	9,500,859			$	3,079,231			Adjusted Funds from Operations~~(1)~~(2)	$	7,577			$	14,555
Funds Available for Distribution~~(1)~~(2)	Funds Available for Distribution~~(1)~~(2)	$	12,106,859			$	3,006,649			Funds Available for Distribution~~(1)~~(2)	$	9,534			$	15,875


(1)			Includes cash flows from operating activities in prior periods. As of June 30, 2023, our distributions since inception have been funded 100% from cash flows from operating activities.
(2)			See “Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of these metrics to GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for considerations on how to review these metrics.

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Nine Months Ended
September 30, 2022 Nine Months Ended
September 30, 2021
Amount Percentage Amount Percentage
Distributions
Payable in cash $ 12,928,753 47 % $ 3,805,587 51 %
Reinvested in shares 14,387,386 53 % 3,625,559 49 %
Total distributions $ 27,316,139 100 % $ 7,431,146 100 %
Sources of Distributions
Cash flows from operating activities from current period $ 27,316,139 100 % $ 6,555,158 88 %
Cash flows from investment gains — — % 875,988 12 %
Total sources of distributions $ 27,316,139 100 % $ 7,431,146 100 %
Cash flows from operating activities $ 55,332,548 $ 6,555,158
Funds from Operations(1)
$ 12,085,471 $ 4,318,213
Adjusted Funds from Operations(1)
$ 32,189,830 $ 9,010,720
Funds Available for Distribution(1)
$ 36,057,995 $ 8,424,245


	Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	13,501	41	%	$	7,325	55	%
Reinvested in shares	19,647		59	%	5,959		45	%
Total distributions	$	33,148	100	%	$	13,284	100	%

Sources of Distributions
Cash flows from operating activities(1)	$	33,148	100	%	$	13,284	100	%
Total sources of distributions	$	33,148	100	%	$	13,284	100	%

Cash flows from operating activities	$	17,102			$	34,235
Funds from Operations(2)	$	16,629			$	13,884
Adjusted Funds from Operations(2)	$	15,422			$	22,370
Funds Available for Distribution(2)	$	20,137			$	23,632


(1)			Includes cash flows from operating activities in prior periods. As of June 30, 2023, our distributions since inception have been funded 100% from cash flows from operating activities.
(2)			See “Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of these metrics to GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for considerations on how to review these metrics.

Distribution Policy

We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. In order to qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we distribute at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Texas, Vermont and Washington investors) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Texas, Vermont and Washington investors will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to ~~shares of~~ our Class T, ~~shares,~~ Class S ~~shares~~ and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.

Critical Accounting Estimates

The preparation of these financial statements in accordance with GAAP involve significant judgement and assumptions and require estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgements, estimates, and assumptions.

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~~Please refer~~Refer to Note 2 — “Summary of Significant Accounting Policies” to our financial statements in this ~~quarterly report~~Quarterly Report on Form 10-Q for a summary of our critical accounting policies.

Principles of Consolidation and Variable Interest Entities

We consolidate entities in which we retain a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE, and whether we are the primary beneficiary, involves significant judgments, including the determination of which activities most significantly affect the entity’s performance, estimates about the current and future fair values and performance of assets held by the entity and/or general market conditions.

Investments in Real Estate

In accordance with the guidance for business combinations, ~~the Company determines~~we determine whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, ~~the Company accounts~~we account for the transaction as an asset acquisition. We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business.

Upon acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and we allocate the purchase price to the acquired assets and assumed liabilities. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. ~~The company assesses~~We assess and ~~considers~~consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that ~~it deems~~we deem appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends and market and economic conditions.

We also consider an allocation of the purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. For acquired in-place leases, above- and below-market lease values are recorded at their fair values (using a discount rate that reflects the risks associated with the lease acquired) equal to the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

Impairment of Long-Lived Assets

We review our real estate portfolio each quarter or when there is an event or change in circumstances to determine if there are any indicators of impairment in the carrying values of any of our real estate assets. If the carrying amount of the real estate asset is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, our strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material to our results. If we determine that an impairment has occurred, the affected assets must be reduced to their fair value.

~~Off-Balance Sheet Arrangements~~

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~Table of~~ ~~Contents~~

Recent Accounting Pronouncements

See Note 2 — “Summary of Significant Accounting Policies” to our financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Also, we are exposed to credit, market and currency risk.

~~Market Risk~~

Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. With regard to variable rate financing, we assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy is designed to minimize the impact on our net income and funds from operations from changes in interest rates, the overall returns on your investment may be reduced.

Interest Rate Risk

We are exposed to interest rate risk with respect to our variable-rate indebtedness, where an increase in interest rates would directly result in higher interest expense costs. We seek to manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities and through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of ~~September~~June 30, ~~2022,~~2023, the outstanding principal balance of our variable rate indebtedness was ~~$851.1 million and consisted of mortgage loans, our Secured Credit Facility and our Affiliate Line of Credit.~~$798.5 million.

Certain of our mortgage loans and other indebtedness are variable rate and are indexed to the U.S. Dollar denominated LIBOR and the U.S. Dollar denominated SOFR ~~(collectively, the~~(the “Reference Rates”). For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, a 10% increase in the Reference ~~Rates~~Rate would have resulted in increased interest ~~expen~~seexpense of ~~$0.8~~$0.8 million. We have executed interest rate swaps and caps with a notional amount of $454.2 million as of June 30, 2023 to hedge the risk of increasing interest rates.

Investments in Real Estate-Related Loans and Securities

As of ~~September~~June 30, ~~2022,~~2023, we held ~~$306.1~~$309.4 million of investments in ~~four~~ real estate-related loans and ~~70 real estate-related~~ securities. Certain of our investments are ~~variable~~floating rate and ~~are~~ indexed to the Reference ~~Rates~~Rate and as such, are exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors which may or may not affect interest rates, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, a 10% increase or decrease in the Reference ~~Rates~~Rate would have resulted in an increase or decrease to income from our real estate-related loans and securities of ~~$0.2~~$0.6 million.

We may also be exposed to market risk with respect to our investments in real estate-related securities due to changes in the fair value of our investments. We seek to manage our exposure to market risk with respect to our investments in real estate-related securities by making investments in securities backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, thus the amount we will realize upon any sale of our investments is unknown. As of ~~September~~June 30, ~~2022,~~2023, the fair value at which we may sell our investments in real estate-related securities is not known, but a 10% change in the fair value of our investments in real estate-related securities may result in an unrealized gain or loss of ~~$30.6~~$31.0 million.

Foreign Currency Risk

We may be exposed to currency risks related to our non-U.S. investments that are denominated in currencies other than the U.S. Dollar (“USD”). We ~~may~~ seek to manage or mitigate our ~~risk~~exposure to ~~the exposure of~~ the effects of currency changes ~~through the use of a wide variety of~~by entering into derivative financial ~~instruments.~~instruments to the extent it is cost effective to do so. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, changes in the timing or amount of foreign currency denominated cash flows from our non-U.S. investments. As of ~~September~~June 30, ~~2022,~~2023, we have one foreign ~~exchange~~currency derivative with a notional hedged amount of ~~£73.3~~£62.1 million GBP.

Credit Risk

~~Table of~~ ~~Contents~~

Credit risk includes the failure of the counterparty to perform under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

LIBOR Transition

~~The~~In July 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”) in(the authority that regulates LIBOR) announced its intention to cease sustaining LIBOR by the ~~United Kingdom ceased compelling banks to submit rates for the calculation~~end of ~~LIBOR in~~ 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the SOFR as its preferred alternative to LIBOR in derivatives and other financial contracts. In November 2020, theThe ICE Benchmark Administration ~~Limited,~~(the “IBA”), which is supervised by the ~~benchmark administrator for~~FCA, ended publication of the one-week and two-month USD LIBOR ~~rates, proposed extending~~tenors on December 31, 2021, and the ~~publication of certain commonly used~~remaining USD LIBOR ~~settings until~~tenors (overnight, one-month, three-month, six-month and 12-month) ended following their publication on June 30, 2023. On April 3, 2023, the FCA announced that it will compel the IBA to publish an unrepresentative synthetic USD LIBOR through September 30, 2024 for use in legacy contracts. As of June 30, 2023, the Company has adopted the transition and it had a minimal impact on the ~~FCA issued a statement supporting such proposal. It is not possible to predict the effect~~Company’s consolidated financial statements and disclosures.

Table of ~~these changes, including when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.~~Contents

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this ~~quarterly report~~Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this ~~quarterly report~~Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of ~~September~~June 30, ~~2022,~~2023, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

2022.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

During the three months ended ~~September~~June 30, ~~2022,~~2023, we sold equity securities that were not registered under the Securities Act. As described in Note 10 to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q, the Adviser is entitled to ~~an annual~~a management fee payable monthly in cash or shares of common stock, in each case at the Adviser’s election. For ~~each of~~ the three months ended ~~September~~June 30, ~~2022,~~2023, the Adviser elected to receive its management fees in Class I shares and we issued ~~236,018~~186,733 unregistered Class I shares to the Adviser in satisfaction of the April 2023 and May 2023 management fees ~~for June 2022 through August 2022.~~of $2.4 million. Additionally, we issued ~~88,034~~90,722 unregistered Class I shares to the Adviser in ~~October 2022~~July 2023 in satisfaction of the ~~September 2022~~June 2023 management ~~fee.~~fee of $1.2 million. These shares were issued at the applicable NAV per share at the end of each month for which the fee was earned. Each issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.

We have also sold Class I and Class C shares in private offerings to feeder vehicles that offer interests in such feeder vehicles to non-U.S. persons. These shares were issued at the applicable NAV per share on the date the shares were sold. The offer and sale of Class I and Class C shares to the feeder vehicles was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder. ~~For~~During the three months ended ~~September~~June 30, ~~2022,~~2023, we ~~received $83.4 million from the sale of 6,013,029~~issued 882,500 unregistered Class I ~~shares~~ and ~~$30.5 million from the sale of 2,246,638 unregistered~~ Class C ~~shares.~~shares to feeder vehicles for aggregate consideration of $11.4 million, including unregistered shares issued pursuant to our distribution reinvestment plan.

We have also sold Class I and Class E shares to Brookfield and its affiliates and certain of ~~its affiliates~~Brookfield’s and Oaktree’s employees in one or more private offerings. These shares were issued at the applicable NAV per share on the date the shares were sold. The offer and sale of Class I and Class E shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2)~~. For~~ and Regulation D thereunder. During the three months ended ~~September~~June 30, ~~2022,~~2023, we ~~received $0.3 million from the sale of 17,542~~issued 1,739,656 unregistered Class I and Class E shares to Brookfield and its affiliates and certain of ~~Brookfield~~Brookfield’s and Oaktree’s employees for aggregate consideration of $22.8 million, including unregistered shares issued pursuant to our distribution reinvestment plan.

Share Repurchases

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan.

Under our share repurchase plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price (an “Early Repurchase Deduction”) subject to certain limited exceptions. Settlements of share repurchases will be made within three business days of the Repurchase Date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, to shares the Adviser elects to receive instead of cash in respect of its management ~~fee,~~or performance fees, or to shares issued to an affiliate of Brookfield in exchange for Class E units of the Operating Partnership ("Class E OP Units") that were issued to such entity in connection with its contribution of certain assets to the Operating Partnership in connection with the Adviser Transition. In addition, shares of our common stock are sold to certain feeder vehicles primarily created to hold our shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, we may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations.

The total amount of aggregate repurchases of ~~Class S, Class I, Class T, Class D, Class C, and Class E shares~~our common stock (excluding any Early Repurchase Deduction) is limited to no more than 2% of our aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of our aggregate NAV per calendar ~~quarter.~~quarter (measured using the aggregate NAV as of the end of the immediately preceding quarter). The monthly and quarterly repurchase limits exclude shares repurchased from the Adviser that were issued as payment of management or performance fees.

Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real estate properties or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our board of directors may modify or suspend our share repurchase plan if it deems such action to be in our best interest and the best interest of our stockholders. In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.

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If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.

~~We and the Operating Partnership have also entered into a repurchase arrangement with~~Pursuant to the Brookfield ~~Investor (the “Brookfield~~ Repurchase ~~Arrangement”) pursuant to which~~Arrangement, we and the Operating Partnership will offer to repurchase shares of common stock or ~~Operating Partnership units~~Class E OP Units, as applicable, from the Brookfield Investor at a price per share or unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and ~~Operating Partnership units~~Class E OP Units that it owns if doing so would bring the value of its equity holdings in us and the Operating Partnership below ~~$50~~$50.0 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and ~~Operating Partnership~~Class E OP units that it ~~receives~~received in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that our NAV reaches $1.5 billion and (ii) the date that is the third

~~Table of~~ ~~Contents~~

anniversary of the date of the prospectus for the Follow-On Public Offering. Following such date, the Brookfield Investor may cause us to repurchase its shares and ~~Operating Partnership units~~Class E OP Units (above the ~~$50~~$50.0 million minimum), in an amount equal to the sum of (a) the amount available under our share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Follow-On Public Offering and our private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to our share repurchase plan. We will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under our share repurchase plan is not repurchased. ~~For the three months ended September 30, 2022, the Company and the Operating Partnership did not repurchase any shares or Operating Partnership units as part of the~~The Brookfield Repurchase ~~Arrangement.~~

~~On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant~~Arrangement does not apply to ~~which the Brookfield Investor agreed to purchase up to $83 million~~shares of ~~Class E OP Units upon the request of the general partner~~our common stock or units of the Operating Partnership held by affiliates of ~~which the Company is the sole member. On December 1, 2021, the~~ Brookfield ~~Investor was issued 3,756,480~~that are feeder vehicles primarily created to offer interests in such feeder vehicles to non-U.S. persons. Shares of our common stock or Class E OP Units in exchange for $45 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E OP Units in exchange for $38 million. On June 29, 2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E OP Units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares. The Class I shares held by the Brookfield Investor ~~in connection with~~that were not issued as consideration for the contribution of the Brookfield ~~Subscription Agreement~~Portfolio are not subject to the Brookfield Repurchase Arrangement, but may be redeemed, in whole or in part, for cash upon the request of the Brookfield ~~Investor.~~Investor, subject to the limitations of our share purchase plan. For the six months ended June 30, 2023, the Company and the Operating Partnership did not repurchase any shares or OP Units as part of the Brookfield Repurchase Arrangement.

During the three months ended ~~September~~June 30, ~~2022,~~2023, we repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received for the same period.

Month of: Total Number of Shares Repurchased Repurchases as a Percentage of Shares Outstanding Average Price Paid Per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(1)
July 2022 713,568 0.91 % $ 13.7631 713,568 —
August 2022(2)
446,799 0.54 % $ 14.0634 446,799 —
September 2022 450,476 0.52 % $ 13.8940 450,476 —
Total 1,610,843 1,610,843


Month of:	Total Number of Shares Repurchased(1)	Repurchases as a Percentage of Shares Outstanding(2)		Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(3)



April 2023	854,979	0.91	%	$	12.8243	854,979	—
May 2023	1,171,360	1.24	%	$	12.8847	1,171,360	—
June 2023(4)	2,033,649	2.16	%	$	12.7659	1,753,110	—
Total	4,059,988					3,779,449


(1)			Repurchases are limited under the share repurchase plan as described above.
(2)			Includes ~~73,289~~shares repurchased outside of the share repurchase plan. Shares repurchased under the share repurchase plan as a percentage of monthly NAV were 0.93%, 1.25%, and 1.88% for April 2023, May 2023 and June 2023, respectively.
(3)			All repurchase requests under our share repurchase plan were satisfied during the period.
(4)			Includes 280,539 Class I shares ~~and 221,407 Class E~~repurchased from the Adviser outside of the share repurchase plan related to shares that were previously issued to the Adviser as payment ~~for~~of management fees.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Amended and Restated Bylaws~~

On ~~November 10, 2022, the Company amended and restated its bylaws, effective as~~August 9, 2023, our board of ~~November 10, 2022 (as amended and restated, the “Bylaws”), to address recently adopted~~directors approved certain amendments to ~~Rule 14a-19 under the Exchange Act by clarifying that no person may solicit proxies~~our valuation guidelines in ~~support of a director nominee unless such person has complied with Rule 14a-19, and that any person soliciting proxies in support of a director nominee must comply with the requirements~~order to provide notices required under Rule 14a-19 in a timely manner and deliver reasonable evidence that the Rule 14a-19 requirements have been met and to amend certain other provisions of the Bylaws. The foregoing description of the Bylaws is qualified in its entirety by the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

~~Amendment to Affiliate Line of Credit~~

update our valuation process for international properties.

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ITEM 6. EXHIBITS


Exhibit Number						Description

3.1*						~~Amended and Restated Bylaws~~

10.1*						First Amendment to Uncommitted Unsecured Line of Credit, dated November 10, 2022, but effective as of November 2, 2022, by and among Brookfield Corporate Treasury Limited, Brookfield REIT Operating Partnership L.P., and Brookfield US Holdings Inc.

31.1*						Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.SCH						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


+			This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
*			Filed herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						Brookfield Real Estate Income Trust Inc.

~~November 14, 2022~~August 11, 2023						/s/ ~~Zachary B. Vaughan~~Brian W. Kingston
Date						~~Zachary B. Vaughan~~Brian W. Kingston
						Chief Executive Officer
						(Principal Executive Officer)

~~November 14, 2022~~August 11, 2023						/s/ Dana E. Petitto
Date						Dana E. Petitto
						Chief Financial Officer
						(Principal Financial Officer)

~~November 14, 2022~~August 11, 2023						/s/ Theodore C. Hanno
Date						Theodore C. Hanno
						Chief Accounting Officer
						(Principal Accounting Officer)

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Three Months Ended September 30, 2022
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at June 30, 2022	$	329,301	$	300,485	$	69,929	$	—	$	22	$	811,119,171	$	(46,526,974)	$	765,291,934	$	4,229,766	$	375,000	$	769,896,700
Common stock issued	85,550		35,990		22,467		—		154		199,901,453		—		200,045,614		—		—		200,045,614

Stock-based compensation	—		—		—		—		—		161,250		—		161,250		—		—		161,250
Distribution reinvestment	3,500		2,170		—		—		—		8,422,387		—		8,428,057		—		—		8,428,057
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		30,665		—		30,665
Distributions	—		—		—		—		—		—		(14,032,884)		(14,032,884)		(65,750)		—		(14,098,634)
Common stock repurchased	(5,732)		(8,125)		—		—		—		(22,344,644)		—		(22,358,501)		—		—		(22,358,501)
Offering Costs	—		—		—		—		—		(5,037,009)		—		(5,037,009)		—		—		(5,037,009)
Net (loss) income	—		—		—		—		—		—		(15,375,874)		(15,375,874)		(40,998)		—		(15,416,872)
Allocation to redeemable non-controlling interests	—		—		—		—		—		837,204		13,308		850,512		—		—		850,512
Balance at September 30, 2022	$	412,619	$	330,520	$	92,396	$	—	$	176	$	993,059,812	$	(75,922,424)	$	917,973,099	$	4,153,683	$	375,000	$	922,501,782

Three Months Ended September 30, 2021
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at June 30, 2021	$	34,481	$	168,747	$	9,144	$	—	$	—	$	209,543,729	$	(22,558,358)	$	187,197,743	$	7,219,569	$	—	$	194,417,312
Stock-based compensation	—		—		—		—		—		17,644		—		17,644		—		—		17,644
Distribution reinvestment	42		1,162		—		—		—		1,378,981		—		1,380,185		—		—		1,380,185
Common stock issued	4,116		26,293		4,590		—		—		38,037,433		—		38,072,432		—		—		38,072,432
Contributions	—		—		—		—		—		—		—		—		22,104		—		22,104
Distributions	—		—		—		—		—		—		(2,555,039)		(2,555,039)		(175,600)		—		(2,730,639)
Common stock repurchased	(10,718)		(652)		—		—		—		(11,436,328)		—		(11,447,698)		—		—		(11,447,698)
Offering Costs	—		—		—		—		—		(15,030,582)		—		(15,030,582)		—		—		(15,030,582)
Net loss	—		—		—		—		—		—		(3,784,109)		(3,784,109)		(2,140)		—		(3,786,249)
Balance at September 30, 2021	$	27,921	$	195,550	$	13,734	$	—	$	—	$	222,510,877	$	(28,897,506)	$	193,850,576	$	7,063,933	$	—	$	200,914,509


Classification	No. of Authorized Shares	Par Value Per Share
Preferred stock	50,000,000	$	0.01
Class T common stock	225,000,000	$	0.01
Class S common stock	225,000,000	$	0.01
Class D common stock	100,000,000	$	0.01
Class C common stock	100,000,000	$	0.01
Class E common stock	100,000,000	$	0.00
Class I common stock	250,000,000	$	0.01
	1,050,000,000


Declaration Date	Class S Shares		Class I Shares		Class C Shares		Class E Shares		Class D Shares		Class T Shares
January 28, 2022	$	0.0459	$	0.0546	$	0.0547	$	0.0676	$	—	$	—
March 1, 2022	0.0473		0.0552		0.0553		0.0683		—		—
March 30, 2022	0.0478		0.0568		0.0569		0.0703		—		—
April 28, 2022	0.0488		0.0575		0.0577		0.0712		—		—
May 27, 2022	0.0505		0.0599		0.0601		0.0742		—		—
June 29, 2022	0.0505		0.0598		0.0601		0.0742		0.0570		—
July 28, 2022	0.0503		0.0598		0.0601		0.0742		0.0570		—
August 30, 2022	0.0503		0.0598		0.0601		0.0743		0.0570		—
September 29, 2022	0.0506		0.0598		0.0601		0.0743		0.0572		—
Total	$	0.4420	$	0.5232	$	0.5251	$	0.6486	$	0.2282	$	—


	Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	12,928,753	47	%	$	3,805,587	51	%
Reinvested in shares	14,387,386		53	%	3,625,559		49	%
Total distributions	$	27,316,139	100	%	$	7,431,146	100	%

Sources of Distributions
Cash flows from operating activities from current period	$	27,316,139	100	%	$	6,555,158	88	%
Cash flows from investment gains	—		—	%	875,988		12	%
Total sources of distributions	$	27,316,139	100	%	$	7,431,146	100	%

Cash flows from operating activities	$	55,332,548			$	6,555,158
Funds from Operations(1)	$	12,085,471			$	4,318,213
Adjusted Funds from Operations(1)	$	32,189,830			$	9,010,720
Funds Available for Distribution(1)	$	36,057,995			$	8,424,245


Month of:	Total Number of Shares Repurchased	Repurchases as a Percentage of Shares Outstanding		Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(1)



July 2022	713,568	0.91	%	$	13.7631	713,568	—
August 2022(2)	446,799	0.54	%	$	14.0634	446,799	—
September 2022	450,476	0.52	%	$	13.8940	450,476	—
Total	1,610,843					1,610,843