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SCHEDULE 13D/A 0001464695 XXXXXXXX LIVE 4 Common Shares of Beneficial Interest 10/21/2025 false 0002049733 000000000 Blackstone Private Real Estate Credit & Income Fund 345 Park Avenue 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 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 OO Y Blackstone Private Credit Fund b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 OO Y Blackstone Private Multi-Asset Credit and Income Fund b WC N DE 4820515.45 0.00 4820515.45 0.00 4820515.45 N 19.3 OO Y Blackstone Private Credit Strategies LLC b OO N DE 20960794.90 0.00 20960794.90 0.00 20960794.90 N 83.9 OO Y Blackstone Credit BDC Advisors LLC b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 OO Y Blackstone Alternative Credit Advisors LP b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 PN Y GSO Capital Partners GP L.L.C. b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 OO Y StoneCo IV Corporation b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 CO Y Blackstone Holdings IV L.P. b OO N A8 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 PN Y Blackstone Holdings IV GP L.P. b OO N A8 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 PN Y Blackstone Holdings IV GP Management (Delaware) L.P. b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 PN Y Blackstone Holdings IV GP Management L.L.C. b OO N DE 16140279.45 0.00 16140279.45 0.00 16140279.45 N 64.6 PN Y GSO Advisor Holdings L.L.C. b OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO Y Blackstone Holdings I L.P. b OO N Z4 20960794.90 0.00 20960794.90 0.00 20960794.90 N 83.9 PN 0001464695 N Blackstone Holdings I/II GP L.L.C. b OO N DE 20960794.90 0.00 20960794.90 0.00 20960794.90 N 83.9 OO Y Blackstone Inc. b OO N DE 20960794.90 0.00 20960794.90 0.00 20960794.90 N 83.9 CO Y Blackstone Group Management L.L.C. b OO N DE 20960794.90 0.00 20960794.90 0.00 20960794.90 N 83.9 OO Y Stephen A. Schwarzman b OO N X1 20960794.90 0.00 20960794.90 0.00 20960794.90 N 83.9 IN Common Shares of Beneficial Interest Blackstone Private Real Estate Credit & Income Fund 345 Park Avenue New York NY 10154 This Amendment No. 4 ("Amendment No. 4") amends and supplements the initial 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 by Amendment No. 2 filed with the Securities and Exchange Commission on August 22, 2025; as amended by Amendment No. 3 filed with the Securities and Exchange Commission on September 22, 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. Pursuant to an internal reorganization which became effective as of October 17, 2025, GSO Advisor Holdings L.L.C., the special limited partner of Blackstone Alternative Credit Advisors LP, dissolved. As a result of the dissolution, GSO Capital Partners GP L.L.C., the general partner of Blackstone Alternative Credit Advisors LP, is, together with certain of its affiliates, now deemed to be the beneficial owner of the securities beneficially owned by Blackstone Alternative Credit Advisors LP. This internal reorganization did not involve any purchase or sale of securities of the Issuer. This Amendment No. 4 to Schedule 13D serves as an exit filing for GSO Advisor Holdings L.L.C. and an initial filing for GSO Capital Partners GP L.L.C., StoneCo IV Corporation, Blackstone Holdings IV L.P., Blackstone Holdings IV GP L.P., Blackstone Holdings IV GP Management (Delaware) L.P. and Blackstone Holdings IV GP Management L.L.C. Item 2 of the Schedule 13D is hereby amended and restated as follows: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons". This statement is filed on behalf of: i. BCRED X Holdings LLC, a Delaware limited liability company ("BCRED X"); ii. Blackstone Private Credit Fund, a Delaware statutory trust; iii. Blackstone Private Multi-Asset Credit and Income Fund, a Delaware statutory trust ("BMACX"); iv. Blackstone Private Credit Strategies LLC, a Delaware limited liability company; v. Blackstone Credit BDC Advisors LLC, a Delaware limited liability company; vi. Blackstone Alternative Credit Advisors LP, a Delaware limited partnership; vii. GSO Advisor Holdings L.L.C., a Delaware limited liability company; viii. GSO Capital Partners GP L.L.C., a Delaware limited liability company; ix. StoneCo IV Corporation, a Delaware corporation; x. Blackstone Holdings IV L.P., a Quebec limited partnership; xi. Blackstone Holdings IV GP L.P., a Quebec limited partnership; xii. Blackstone Holdings IV GP Management (Delaware) L.P., a Delaware limited partnership; xiii. Blackstone Holdings IV GP Management L.L.C., a Delaware limited liability company; xiv. Blackstone Holdings I L.P., a Delaware limited partnership; xv. Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company; xvi. Blackstone Inc., a Delaware corporation ("Blackstone"); xvii. Blackstone Group Management L.L.C., a Delaware limited liability company; and xviii. Stephen A. Schwarzman, a United States citizen. The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit 99.1. Information regarding each director and executive officer of Blackstone is set forth on the Schedule I filed as Exhibit 99.2 to the initial Schedule 13D filed with the SEC on June 27, 2025, and is incorporated herein by reference in this Item 2. The principal business address of each of the Reporting Persons is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. The principal business of each of Blackstone Private Credit Fund, BCRED X and BMACX is investing in securities. The principal business of Blackstone Private Credit Strategies LLC is as an investment adviser registered with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended, and serving as the investment adviser of Blackstone Private Credit Fund and BMACX. The principal business of Blackstone Credit BDC Advisors LLC is as an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, and serving as the sub-adviser to Blackstone Private Credit Fund. The principal business of Blackstone Alternative Credit Advisors LP is as an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, and performing the functions of, and serving as, managing member of Blackstone Credit BDC Advisors LLC and other affiliated Blackstone entities. The principal business of GSO Capital Partners GP L.L.C. is performing the functions of, and serving as the general partner of Blackstone Alternative Credit Advisors LP. The principal business of StoneCo IV Corporation is performing the functions of, and serving as the sole member of GSO Capital Partners GP L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Holdings IV L.P. is performing the functions of, and serving as the majority shareholder of StoneCo IV Corporation. The principal business of Blackstone Holdings IV GP L.P. is performing the functions of, and serving as the general partner of Blackstone Holdings IV L.P. The principal business of Blackstone Holdings IV GP Management (Delaware) L.P. is performing the functions of, and serving as the general partner of Blackstone Holdings IV GP L.P. The principal business of Blackstone Holdings IV GP Management L.L.C. is performing the functions of, and serving as the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, a sole member of Blackstone Private Credit Strategies LLC and other affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP L.L.C. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings I L.P. and other affiliated Blackstone entities. The principal business of Blackstone is performing the functions of, and serving as, the sole member of Blackstone Holdings I/II GP L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the sole holder of the Series II preferred stock of Blackstone. The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone and Blackstone Group Management L.L.C. During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws except as follows: In October 2022, as part of a sweep of private equity and other investment advisory firms, the Securities and Exchange Commission ("SEC") sent a request for information relating to the retention of certain types of electronic business communications, including text messages, that may be required to be preserved under the Investment Advisers Act of 1940 (the "Advisers Act"). By order of the SEC on January 13, 2025, Blackstone Alternative Credit Advisors LP, Blackstone Management Partners L.L.C. and Blackstone Real Estate Advisors L.P. entered into a settlement with the SEC to resolve this matter. The settlement included a civil monetary penalty of $12 million and agreement to, among other things, cease and desist from future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder, and conduct a self-assessment of their compliance with its policies and procedures to preserve electronic communications. See row 6 of each cover page of this Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: On October 1, 2025, BCRED X and BMACX subscribed for 8,634,070.625 and 679,084.206 Common Shares, respectively. The aggregate purchase price for BCRED X's investment was $222,500,000 and the aggregate purchase price for BMACX's investment was $17,500,000. BCRED X and BMACX were deemed to acquire the securities on October 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)-(e) 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 24,973,548.986 Common Shares outstanding as of October 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 16,140,279.448 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 Capital Partners GP L.L.C. is the general partner of Blackstone Alternative Credit Advisors LP. StoneCo IV Corporation is the sole member of GSO Capital Partners GP L.L.C. Blackstone Holdings IV L.P. is the majority shareholder of StoneCo IV Corporation. Blackstone Holdings IV GP L.P. is the general partner of Blackstone Holdings IV L.P. Blackstone Holdings IV GP Management (Delaware) L.P. is the general partner of Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Management L.L.C. is the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Private Credit Strategies LLC. 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 IV GP Management L.L.C. and 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 4,820,515.453 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. 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. 3. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons. Pursuant to an internal reorganization which became effective as of October 17, 2025, GSO Advisor Holdings L.L.C., the special limited partner of Blackstone Alternative Credit Advisors LP, dissolved. This Amendment No. 4 to Schedule 13D serves as an exit filing for GSO Advisor Holdings L.L.C. Item 7 is amended and supplement to include the following exhibits: Exhibit No. Description 99.1 Joint Filing Agreement BCRED X Holdings LLC /s/ Lucie Enns Lucie Enns, Chief Legal Officer and Secretary of Blackstone Private Credit Fund, its sole member 10/21/2025 Blackstone Private Credit Fund /s/ Lucie Enns Lucie Enns, Chief Legal Officer and Secretary 10/21/2025 Blackstone Private Multi-Asset Credit and Income Fund /s/ Kevin Michel Kevin Michel, Chief Legal Officer 10/21/2025 Blackstone Private Credit Strategies LLC /s/ Lucie Enns Lucie Enns, Authorized Signatory 10/21/2025 Blackstone Credit BDC Advisors LLC /s/ Lucie Enns Lucie Enns, Authorized Signatory 10/21/2025 Blackstone Alternative Credit Advisors LP /s/ Lucie Enns Lucie Enns, Authorized Signatory 10/21/2025 GSO Capital Partners GP L.L.C. /s/ Lucie Enns Lucie Enns, Authorized Signatory 10/21/2025 StoneCo IV Corporation /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 10/21/2025 Blackstone Holdings IV L.P. /s/ Victoria Portnoy Victoria Portnoy, MD - Assistant Secretary of BX Holdings IV GP Management, GP of BX Holdings IV GP Management (DE), GP of BX Holdings IV GP, its GP 10/21/2025 Blackstone Holdings IV GP L.P. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary of BX Holdings IV GP Management, GP of BX Holdings IV GP Management (DE), its GP 10/21/2025 Blackstone Holdings IV GP Management (Delaware) L.P. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary of Blackstone Holdings IV GP Management, its general partner 10/21/2025 Blackstone Holdings IV GP Management L.L.C. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 10/21/2025 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 10/21/2025 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 10/21/2025 Blackstone Holdings I/II GP L.L.C. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 10/21/2025 Blackstone Inc. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 10/21/2025 Blackstone Group Management L.L.C. /s/ Victoria Portnoy Victoria Portnoy, Managing Director - Assistant Secretary 10/21/2025 Stephen A. Schwarzman /s/ Stephen A. Schwarzman Stephen A. Schwarzman 10/21/2025