Exhibit 3.2
BLACKSTONE REAL ESTATE INCOME TRUST, INC.
ARTICLES OF AMENDMENT
Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Article V of the charter of the Corporation (the “Charter”) is hereby amended to increase (i) the number of shares of capital stock that the Corporation has authority to issue to 12,100,000,000 (ii) the number of shares of common stock, par value $0.01 per share, that the Corporation has authority to issue to 12,000,000,000 and (iii) the number of shares of Class D common stock, par value $0.01 per share, that the Corporation has authority to issue to 1,500,000,000.
SECOND: The total number of shares of capital stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 10,600,000,000 shares, consisting of 10,500,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class T common stock, 3,000,000,000 of which are classified as Class S common stock, 500,000,000 of which are classified as Class D common stock, 6,000,000,000 of which are classified as Class I common stock, and 500,000,000 of which are classified as Class C common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of capital stock having par value was $106,000,000.
THIRD: The total number of shares of capital stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 12,100,000,000 shares, consisting of 12,000,000,000 shares of common stock, $0.01 par value per share, 500,000,000 of which are classified as Class T common stock, 3,000,000,000 of which are classified as Class S common stock, 1,500,000,000 of which are classified as Class D common stock, 6,000,000,000 of which are classified as Class I common stock, and 500,000,000 of which are classified as Class C common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of capital stock having par value is $121,000,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.
SIXTH: These Articles of Amendment shall become effective at 12:00 p.m., Eastern Time, on May 12, 2023.