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SCHEDULE 13D/A 0001464695 XXXXXXXX LIVE 2 Common Shares of Beneficial Interest 08/21/2025 false 0002049733 000000000 Blackstone Private Real Estate Credit and Income Fund 345 Park Avenue 31st Floor New York NY 10154 Kevin Michel (212) 583-5000 BX Private RE Credit and Income Fund 345 Park Avenue New York NY 10154 Lucie Enns (212) 583-5000 BX Private RE Credit and Income Fund 345 Park Avenue New York NY 10154 Y BCRED X Holdings LLC b WC N DE 6139555.17 0.00 6139555.17 0.00 6139555.17 N 46.8 OO Y Blackstone Private Credit Fund b OO N DE 6139555.17 0.00 6139555.17 0.00 6139555.17 N 46.8 OO Y Blackstone Private Multi-Asset Credit and Income Fund b WC N DE 2970013.83 0.00 2970013.83 0.00 2970013.83 N 22.6 OO Y Blackstone Private Credit Strategies LLC b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 OO Y Blackstone Credit BDC Advisors LLC b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 OO Y Blackstone Alternative Credit Advisors LP b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 PN Y GSO Advisor Holdings L.L.C. b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 OO Y Blackstone Holdings I L.P. b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 PN 0001464695 N Blackstone Holdings I/II GP L.L.C. b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 OO Y Blackstone Inc. b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 CO Y Blackstone Group Management L.L.C. b OO N DE 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 OO Y Stephen A. Schwarzman b OO N X1 9109569.00 0.00 9109569.00 0.00 9109569.00 N 69.4 IN Common Shares of Beneficial Interest Blackstone Private Real Estate Credit and Income Fund 345 Park Avenue 31st Floor New York NY 10154 This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 27, 2025; as amended by Amendment No. 1 filed with the Securities and Exchange Commission on July 18, 2025 (as amended, the "Schedule 13D") relating to the common shares of beneficial interest ("Common Shares") of Blackstone Private Real Estate Credit and Income Fund (the "Issuer"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: On August 1, 2025, BCRED X and BMACX subscribed for 1,960,784.314 and 1,176,470.588 Common Shares, respectively. The aggregate purchase price for BCRED X's investment was $50,000,000 and the aggregate purchase price for BMACX's investment was $30,000,000. BCRED X and BMACX were deemed to acquire the securities on August 21, 2025, when the net asset value of the Common Shares was determined. The source of funds for the purchase of the Common Shares by both BCRED X and BMACX was from working capital. Items 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows: The information set forth in the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. Calculation of the percentage of Common Shares beneficially owned is based on 13,122,323.089 Common Shares outstanding as of August 21, 2025 as disclosed by the Issuer to the Reporting Persons. The aggregate number and percentage of Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. BCRED X directly holds 6,139,555.172 Common Shares. Blackstone Private Credit Fund is the sole member of BCRED X. Blackstone Private Credit Strategies LLC is the investment adviser of Blackstone Private Credit Fund. Blackstone Credit BDC Advisors LLC is the sub-adviser of Blackstone Private Credit Fund. Blackstone Alternative Credit Advisors LP is the sole member of Blackstone Credit BDC Advisors LLC. GSO Advisor Holdings L.L.C. is the special limited partner of Blackstone Alternative Credit Advisors LP. Blackstone Holdings I L.P. is the sole member of Blackstone Private Credit Strategies LLC and GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. Blackstone is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. BMACX directly holds 2,970,013.832 Common Shares. Blackstone Private Credit Strategies LLC is the investment adviser of BMACX. Blackstone Holdings I L.P. is the sole member of Blackstone Private Credit Strategies LLC and GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. Blackstone is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each Reporting Person may be deemed to beneficially own the Common Shares directly held by BCRED X and BMACX. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Shares. The information contained in rows 7 through 10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Common Shares in since the filing of Amendment No. 1. BCRED X Holdings LLC /s/ Lucie Enns Lucie Enns, Chief Legal Officer and Secretary of Blackstone Private Credit Fund, its sole member 08/22/2025 Blackstone Private Credit Fund /s/ Lucie Enns Lucie Enns, Chief Legal Officer and Secretary 08/22/2025 Blackstone Private Multi-Asset Credit and Income Fund /s/ Kevin Michel Kevin Michel, Chief Legal Officer 08/22/2025 Blackstone Private Credit Strategies LLC /s/ Marisa Beeney Marisa Beeney, Authorized Signatory 08/22/2025 Blackstone Credit BDC Advisors LLC /s/ Marisa Beeney Marisa Beeney, Senior Managing Director 08/22/2025 Blackstone Alternative Credit Advisors LP /s/ Marisa Beeney Marisa Beeney, Senior Managing Director 08/22/2025 GSO Advisor Holdings L.L.C. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary of Blackstone Holdings I L.P. its sole member, Blackstone Holdings I/II GP L.L.C., its GP 08/22/2025 Blackstone Holdings I L.P. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary of Blackstone Holdings I/II GP L.L.C., its general partner 08/22/2025 Blackstone Holdings I/II GP L.L.C. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 08/22/2025 Blackstone Inc. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 08/22/2025 Blackstone Group Management L.L.C. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 08/22/2025 Stephen A. Schwarzman /s/ Stephen A. Schwarzman Stephen A. Schwarzman 08/22/2025