486BPOS

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As filed with the Securities and Exchange Commission on February 20, 2025

1933 Act File No. 333-262575

1940 Act File No. 811-23779

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

(Check appropriate box or boxes)

REGISTRATION STATEMENT

☒

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

☐

Post-Effective Amendment No. 20

☒

and

REGISTRATION STATEMENT

☒

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 24

☒

PIMCO Flexible Real Estate Income Fund

(Exact name of Registrant as Specified in Charter)

650 Newport Center Drive

Newport Beach,

92660

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(844) 312-2113

(Registrant’s Telephone Number, including Area Code)

Ryan G. Leshaw

c/o Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, California 92660

(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)

Copies of Communications to:

Douglas P. Dick, Esq.

William Bielefeld, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration Statement.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. ________.
☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.________.
☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):
☐	when declared effective pursuant to section 8(c) or as follows:
☒	Immediately upon filing pursuant to paragraph (b)	☐	on (date), pursuant to paragraph (b)
☐	60 days after filing pursuant to paragraph (a)	☐	on (date), pursuant to paragraph (a)

If appropriate, check the following box:
☐	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

Check each box that appropriately characterizes the Registrant:
☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”).
☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.
☒	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act.
☐	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐	Emerging Growth Company (as defined by Rule 12b-1 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐	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 7(a)(2)(B) of Securities Act.
☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

EXPLANATORY NOTE

This Post-Effective Amendment No. 20 (the “Amendment”) to the Registration Statement on Form N-2 (File Nos.

333-262575 and 811-23779) (the “Registration Statement”) of PIMCO Flexible Real Estate Income Fund (the

“Registrant”) is being filed pursuant to Rule 486(b) under the Securities Act of 1933, as amended, to (i) reflect

Class A-3 and Class A-4 shares, each a new share class of the Fund and (ii) make certain other changes to the

Registrant's Prospectus and Statement of Additional Information.

This Amendment is organized as follows: (a) Prospectus; (b) Statement of Additional Information; and (c) Part C

information relating to the Registrant.

Interval Funds

Prospectus

February 20, 2025

PIMCO Flexible Real Estate Income Fund

	Common Shares
	Institutional Class Shares	Class A-3	Class A-4	Class F Shares
PIMCO Flexible Real Estate Income Fund	REFLX	REFRX	REFVX	REFFX

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities

commission has approved or disapproved of these securities or determined if this

prospectus is truthful or complete. Any representation to the contrary is a criminal

offense.

The Fund.

PIMCO Flexible Real Estate Income Fund (the “Fund”) is a non-diversified,

closed-end management investment company that continuously offers its shares of beneficial

interest, par value of $0.00001 per share (the “Common Shares”), and is operated as an

“interval fund.” The Fund is a Delaware statutory trust and has elected to be taxed as a real

estate investment trust (“REIT”) for U.S. federal income tax purposes under the Internal

Revenue Code of 1986, as amended (the “Code”). The Fund currently has four separate

classes of Common Shares: Institutional Class, Class A-3, Class A-4 and Class F. The Fund

may offer additional classes of its Common Shares in the future.

Investment Objectives.

The Fund’s primary investment objective is to provide current income

with a secondary objective of long-term capital appreciation. There can be no assurance that

the Fund will achieve its investment objectives.

Principal Investment Strategies.

The Fund’s investment strategy will be, under normal

circumstances, primarily to acquire stabilized, income-oriented commercial real estate and

debt secured by commercial real estate. Under normal circumstances, the Fund’s portfolio will

be principally comprised of properties, and debt secured by properties, primarily located in the

United States but may also be diversified on a global basis through investments in properties

and debt secured by properties outside of the United States. To a lesser extent, and subject to

the investment limitations described herein, the Fund also may invest in real estate-related

securities.

Before buying any of the Fund’s Common Shares, you should read the discussion of

the principal risks of investing in the Fund in “Principal Risks of the Fund” beginning

on page

of this prospectus. No assurance can be given that the Fund’s investment

objectives will be achieved, and you could lose all of your investment in the Fund.

Prospectus dated February 20, 2025.

Interval Fund/Repurchase Offers.

The Fund is an “interval fund,” a type of fund that, in order to provide liquidity to shareholders, has adopted a

fundamental investment policy to make quarterly offers to repurchase between 5% and 25%, or such other amount as may be permitted under

applicable rules and regulations or no-action, exemptive or other relief, of its outstanding Common Shares at net asset value. Subject to

applicable law and approval of the Board of Trustees, for each quarterly repurchase offer, the Fund currently expects to offer to repurchase 5% of

the Fund’s outstanding Common Shares at net asset value, which is the minimum amount permitted.

Leverage.

The Fund may use leverage to provide additional funds to support its investment activities. Leveraging transactions pursued by the

Fund may increase its duration and sensitivity to interest rate movements. The Fund itself expects to use entity level debt (non-mortgage debt at

the Fund level) and expects its investments will utilize property-level debt financing (mortgages on the Fund’s properties that are not recourse to

the Fund except in extremely limited circumstances). Property-level debt will be incurred by special purpose entities (entities established to own a

real estate investment or assets and ancillary personal property) or operating entities (entities that hold and operate real estate investments) held

by the Fund or by joint ventures entered into by one of the Fund’s operating entities and secured by real estate owned by such operating entities.

Such entities or joint ventures and ancillary personal property would solely own real estate assets and would borrow from a lender using the

owned property as mortgage collateral. If such an entity or joint venture were to default on a loan, the lender’s recourse would be to the

mortgaged property and the lender would typically not have a claim to other assets of the Fund or its subsidiaries. The Fund may also incur entity

level debt, including unsecured and secured credit facilities from certain financial institutions and other forms of borrowing (collectively,

“Borrowings”), which is limited to 33

∕

% of the Fund’s total assets (less all liabilities and indebtedness not represented by Investment Company

Act leverage) immediately after such Borrowings. See “Leverage” and “Principal Risks of the Fund—Leverage Risk.”

Investment Manager.

The Fund’s investment manager is Pacific Investment Management Company LLC (“PIMCO” or the “Investment

Manager”). As of December 31, 2024, PIMCO had approximately $1.95 trillion in assets under management.

Risks.

Investing in the Fund involves a high degree of risk. In particular:

■

An investment in the Fund is suitable only for investors who can bear the risks associated with investments with limited

liquidity. The Common Shares should be viewed as a long-term investment within a multi-asset personal portfolio and

should not be viewed individually as a complete investment program.

■

An investment in the Fund is not suitable for investors who need certainty about their ability to access all of the money

they invest in the short term.

■

There is no assurance that the Fund will be able to make any distributions and, if it makes distributions, that they will

not decline or that any distributions will be at any particular level or correspond to any particular “yield.”

■

The Fund may pay distributions from sources other than cash flow from operations, including, without limitation, the

sale of assets, borrowings, return of capital, or offering proceeds.

■

The Common Shares have no history of public trading, nor is it currently intended that the Common Shares will be listed

on a public exchange or any other trading market in the near future. No organized secondary market is expected to

develop for the Fund’s shares, liquidity for the Fund’s Common Shares are expected to be provided only through

quarterly repurchases of Common Shares at net asset value (“NAV”) per share.

■

There is no guarantee that repurchases will occur or that an investor will be able to sell all the Common Shares that the

investor desires to sell in a repurchase offer. Due to these restrictions, an investor should consider an investment in the

Fund to be illiquid. Investing in the Common Shares may be speculative and involves a high degree of risk, including the

risks associated with leverage. See “Principal Risks of the Fund” below in this prospectus.

Institutional Class, Class A-3, Class A-4 and Class F Common Shares are offered in this prospectus. Each share class presents an investment in

the same portfolio of investments, but each class has its own expense structure and arrangements for shareholder services or distribution, which

allows you to choose the class that best fits your situation and eligibility requirements. Class F shares of the Fund are offered via intra-fund

exchange from Institutional Class Shares only to certain investors accessing the Fund through certain registered investment advisor platforms.

Class A-3 and Class A-4 Common Shares of the Fund are primarily offered and sold to retail investors by certain broker-dealers that are

members of the Financial Industry Regulatory Authority and that have agreements with PIMCO Investments LLC, the Fund's principal underwriter

and distributor, to sell Class A-3 or Class A-4 Common Shares, but may be made available through other financial firms, including banks and trust

companies and to specified benefit plans and other retirement accounts. Only certain investors are eligible to purchase Institutional

Class Common Shares. See “Plan of Distribution - Share Classes.”

Institutional Class

The minimum initial investment for Institutional Class Common Shares is $1 million per account, except that the minimum investment may be

higher or lower for certain financial firms that submit orders on behalf of their customers, the Trustees and certain employees and their extended

family members of PIMCO and its affiliates. There is no minimum subsequent investment amount. See “Plan of Distribution - Share Classes.”

Class A-3 and Class A-4

The minimum initial investment for Class A-3 and Class A-4 Common Shares is $2,500 per account, except that the minimum investment may be

higher or lower for certain financial firms that submit orders on behalf of their customers, the Trustees and certain employees and their extended

family members of PIMCO and its affiliates. The minimum subsequent investment amount for Class A-3 and Class A-4 Common Shares is $50.

See “Plan of Distribution - Purchasing Shares.”

Class F

The minimum initial investment for Class F Common Shares is $10 million per account. There is no minimum subsequent investment amount.

See “Plan of Distribution - Share Classes.”

Investors should carefully consider the Fund’s risks and investment objective, as an investment in the Fund may not be appropriate for

all investors and is not designed to be a complete investment program.

■

Because of the risks associated with (i) the Fund’s ability to purchase and originate loans (including subprime loans) and related

instruments, including loans and other instruments purchased on alternative lending platforms, and invest in mortgage-related and other

asset-backed instruments, high yield securities, foreign and emerging market securities (and related exposure to foreign currencies) and (ii)

the Fund’s ability to use leverage, an investment in the Fund should be considered speculative and involving a high degree of risk, including

the risk of a substantial loss of investment.

■

Before making an investment/allocation decision, investors should (i) consider the suitability of this investment with respect to an investor’s

or a client’s investment objective and individual situation and (ii) consider factors such as an investor’s or a client’s net worth, income, age

and risk tolerance.

■

Investment should be avoided where an investor/client has a short-term investing horizon and/or cannot bear the loss of some or all of

their investment. It is possible that investing in the Fund may result in a loss of some or all of the amount invested.

Before buying any of the Fund’s Common Shares, you should read the discussion of the principal risks of investing in the Fund in

“Principal Risks of the Fund” beginning on page 70 of this prospectus. No assurance can be given that the Fund’s investment

objective will be achieved, and you could lose all of your investment in the Fund.

The Fund’s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured

depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the U.S. Federal Reserve (the “Federal

Reserve”) Board or any other government agency.

The Fund's Common Shares are sold at a public offering price equal to their net asset value per share, plus a sales charge, where applicable.

See “Plan of Distribution-Purchasing Shares.”

Please read this prospectus carefully before deciding whether to invest and retain it for future reference. It sets forth concisely the information

about the Fund that a prospective investor ought to know before investing in the Fund. The Fund has filed with the Securities and Exchange

Commission (“SEC”) a Statement of Additional Information (“SAI”) dated February 20, 2025 containing additional information about the Fund. The

SAI is incorporated by reference into this prospectus, which means it is part of this prospectus for legal purposes. The Fund also produces both

annual and semi-annual reports that contain important information about the Fund. Copies of the SAI and the Fund’s annual and semi-annual

reports, when available, may be obtained upon request, without charge, by calling 844.312.2113 or by writing to the Fund at Regulatory

Document Request, 650 Newport Center Drive, Newport Beach, California 92660. You may also call this toll-free telephone number to request

other information about the Fund or to make shareholder inquiries. The SAI is, and the most recent annual and semi-annual reports are, made

available free of charge on the Fund’s website at www.pimco.com. Information on, or accessible through, the Fund’s website is not a part of, and

is not incorporated into, this prospectus. You may also access reports and other information about the Fund on the EDGAR Database on the

SEC’s Internet site at www.sec.gov. You may get copies of this information, with payment of a duplication fee, by electronic request at the

following E-mail address: publicinfo@sec.gov.

The Fund has not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus.

The Fund does not take any responsibility for, and does not provide any assurances as to the reliability of, any other information that others may

give you. The Fund is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the

information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. The Fund’s business,

financial condition, results of operations and prospects may have changed since that date.

iii

Table of Contents

	Page
Prospectus Summary	1
Summary of Fund Expenses	18
Financial Highlights	20
The Fund	23
Use of Proceeds	23
Investment Objectives and Strategies	23
Use of Leverage	29
Principal Risks of the Fund	31
How the Fund Manages Risk	52
Management of the Fund	54
Plan of Distribution	60
Information Regarding State Escheatment Laws	69
Periodic Repurchase Offers	70
How Fund Shares are Priced	71
Distributions	73
Dividend Reinvestment Plan	74
Description of Capital Structure and Shares	75
Certain Provisions in the Declaration of Trust and Bylaws	77
Certain U.S. Federal Income Tax Considerations	77
Shareholder Servicing Agent, Custodian and Transfer Agent	95
Independent Registered Public Accounting Firm	95
Legal Matters	95
Appendix A - Description of Securities Ratings	A - 1

PIMCO Flexible Real Estate Income Fund

Prospectus Summary

This is only a summary. This summary may not contain all of the

information that you should consider before investing in the Fund. You

should review the more detailed information contained in this

prospectus and in the Statement of Additional Information (the “SAI”),

especially the information under the heading “Principal Risks of the

Fund.”

The Fund

PIMCO Flexible Real Estate Income Fund (the “Fund”) is a

non-diversified, closed-end management investment company

registered under the Investment Company Act of 1940, as amended

(the “Investment Company Act” or “1940 Act”). The Fund continuously

offers its Common Shares and is operated as an “interval fund.” This

Prospectus offers four classes of Common Shares: Institutional Class,

Class A-3, Class A-4 and Class F. The Fund commenced operations on

November 17, 2022, in connection with its initial offering of

Institutional Class Common Shares. Class A-3 and Class A-4 Common

Shares have not commenced operations prior to the date of this

prospectus. The Fund’s investment manager is Pacific Investment

Management Company LLC (“PIMCO” or the “Investment Manager”).

The Fund is a Delaware statutory trust and has elected to be taxed as a

real estate investment trust (“REIT”) for U.S. federal income tax

purposes under the Internal Revenue Code of 1986, as amended (the

“Code”). An investment in the Fund may not be appropriate for all

investors.

Continuous Offering

The Fund continuously offers Institutional Class and Class F Common

Shares through PIMCO Investments LLC (the “Distributor”), on a best

efforts basis. Except as set forth below, Common Shares will be sold at

their offering price, which is net asset value per share. While neither the

Fund nor Distributor impose an initial sales charge on Institutional

Class, Class A-3 or Class F Common Shares, if you buy Institutional

Class, Class A-3 or Class F Common Shares through certain financial

firms, they may directly charge you transaction or other fees in such

amount as they may determine.

Unless you are eligible for a waiver, Class A-4 Common Shares are sold

at a public offering price equal to their net asset value plus an initial

sales charge. The initial sales charge varies depending upon the size of

your purchase.

The minimum initial investment for Institutional Class and Class F

Common Shares is $1 million and $10 million per account, respectively.

The minimum initial investment for Class A-3 and Class A-4 Common

Shares is $2,500 per account. These investment minimums may be

higher or lower for certain financial firms that submit orders on behalf

of their customers, the Trustees and certain employees and their

extended family members of PIMCO, the Fund’s investment manager,

PIMCO and its affiliates. There is no minimum subsequent investment

amount for Institutional Class or Class F Common Shares. The minimum

subsequent investment amount for Class A-3 and Class A-4 Common

Shares is $50. Please consult your financial firm for additional

information.

For additional information regarding each share class, please see “Plan

of Distribution – Share Classes” in this prospectus. The Fund reserves

the right to reject a purchase order for any reason. Shareholders will not

have the right to redeem their Common Shares. However, as described

below, in order to provide some liquidity to shareholders, the Fund will

conduct periodic repurchase offers for a portion of its outstanding

Common Shares.

Periodic Repurchase Offers

The Fund is an “interval fund,” a type of fund that, in order to provide

liquidity to shareholders, has adopted a fundamental investment policy

to make quarterly offers to repurchase between 5% and 25%, or such

other amount as may be permitted under applicable rules and

regulations or no-action, exemptive or other relief, of its outstanding

Common Shares at NAV. Subject to applicable law and approval of the

Board of Trustees, for each quarterly repurchase offer, the Fund currently

expects to offer to repurchase 5% of the Fund’s outstanding Common

Shares at NAV, which is the minimum amount permitted. Written

notification of each quarterly repurchase offer (the “Repurchase Offer

Notice”) will be sent to shareholders at least 21 calendar days before

the repurchase request deadline (i.e., the date by which shareholders

can tender their Common Shares in response to a repurchase offer) (the

“Repurchase Request Deadline”). Subject to Board approval,

Repurchase Request Deadlines are expected to occur each February,

May, August and November, and Repurchase Offer Notices are expected

to be sent to shareholders each January, April, July and October

preceding each such Repurchase Request Deadline. The Fund’s Common

Shares are not listed on any securities exchange, and the Fund

anticipates that no secondary market will develop for its Common

Shares. Accordingly, shareholders may not be able to sell Common

Shares when and/or in the amount desired. Investors should consider

Common Shares of the Fund to be an illiquid investment. Thus, the

Common Shares are appropriate only as a long-term investment. In

addition, the Fund’s repurchase offers may subject the Fund and

shareholders to special risks.

Investment Objectives and Principal Strategies

Investment Objectives

The Fund’s primary investment objective is to provide current income

with a secondary objective of long- term capital appreciation. There can

be no assurance that the Fund will achieve its investment objectives.

Principal Investment Strategies

The Fund’s investment strategy will be, under normal circumstances,

primarily to acquire stabilized, income-oriented commercial real estate

(“CRE”) and debt secured by commercial real estate. Under normal

circumstances, the Fund’s portfolio will be principally comprised of

properties, and debt secured by properties, primarily located in the

Interval Funds |

Prospectus

PIMCO Flexible Real Estate Income Fund

United States but may also be diversified on a global basis through

investments in properties and debt secured by properties outside of the

United States. To a lesser extent, and subject to the investment

limitations described herein, the Fund also may invest in real

estate-related securities.

The Fund invests, under normal circumstances, at least 80% of its net

assets (plus the amount of its borrowings for investment purposes) in a

portfolio of real estate, including in the form of property investments,

equity investments in real estate or real estate-related companies, real

estate related loans or other real estate debt investments and securities

of real estate and real estate-related issuers or real estate related

companies. The Fund may also invest in private real estate investment

funds. The Fund’s investments in private real estate funds will be in

private real estate funds that invest primarily in real estate debt and real

estate equity investments of the types in which the Fund may invest

directly. Investments included in the Fund’s 80% policy will be in an

issuer that either invests 50% or more of its assets in real estate or

derives at least 50% of its revenue from real estate, or is classified as a

real estate company or an issuer engaged in the real estate industry

according to an independent classification system, such as Standard

Industrial Classification Codes or Global Industry Classification

Standard, which are each methods for assigning a company to a specific

economic sector and industry group that best defines its business

operations. For purposes of the Fund’s 80% policy, the Fund values its

derivative instruments based on their market value. The Fund will not

invest more than 15% of its assets in private funds that rely on

Section 3(c)(1) or 3(c)(7) of the Investment Company Act.

As a fundamental policy, the Fund will normally invest at least 25% of

its total assets (i.e., concentrate) in real estate investments and

mortgage-related assets issued by government agencies or other

governmental entities or by private originators or issuers, which for

purposes of this investment restriction the Fund treats collectively as an

industry or group of industries (for purposes of this restriction,

investment companies are not considered to be part of any industry).

■

Location

. The Fund intends to invest principally in major markets

in the United States with the ability to selectively invest in other

regions that PIMCO believes offer attractive risk-adjusted returns

consistent with the objectives of the Fund.

■

Property Types

. The Fund may invest across various CRE

property types including, but not limited to residential, industrial,

office, retail, hospitality, and select niche sectors. The Fund’s

exposure to any of the below property types may change based

on PIMCO’s outlook. The following is not an exhaustive list of

asset classes or strategies that the Fund may target, and the Fund

may not target all (or any one) of the following asset classes or

strategies at any given time:

■

Residential.

Residential properties are generally defined as

having five or more dwelling units that are part of a single

complex and offered for rental use, and also include

single-family residential properties offered for rental use. This

may include apartment, student housing or senior living.

■

Industrial.

Industrial properties are generally categorized as

warehouse/distribution centers, research and development

facilities, flex space or manufacturing.

■

Office.

Office properties include conventional and other office

properties.

■

Retail.

Retail properties consist of shopping and

entertainment properties, such as shopping malls, retail stores,

shopping centers, etc.

■

Hospitality

. Hospitality properties are generally defined as

hotels and lodging properties and can be further divided in

various sub-categories including (but not limited to) limited

service, full service, etc.

■

Select Niche Sectors.

Select niche sectors include

sub-segments of the real estate industry with purpose-built

properties, such as data centers, life sciences, medical office,

self-storage, etc.

The following sections further describe certain asset classes and

strategies that the Fund may target. The following is not an exhaustive

list of asset classes or strategies that the Fund may target, and the Fund

is not obligated to target all (or any one) of the following asset classes

or strategies.

■

Private CRE Equity Investments

: The Fund intends, under

normal circumstances, to invest in stabilized income-oriented

private CRE located in the United States. Stabilized

income-oriented real estate generally means that a property is

well leased to tenants (that is, the property has favorable

occupancy rates) and does not require material capital

improvements. However, the Fund may make investments in CRE

with other characteristics (such as properties that are not well

leased and generally require significant capital improvements,

restructuring and/or repositioning) or other geographies at

PIMCO’s discretion. The Fund may invest in various CRE property

types, including residential, industrial, office, retail, hospitality, and

certain niche sectors. The Fund’s exposure to any of the

aforementioned property types may change based on PIMCO’s

outlook. While PIMCO generally expects to arrange for third-party

property managers or joint venture partners to manage such

investments, the Fund, PIMCO and/or their respective affiliates (as

well as entities owned by or affiliated with any of the foregoing)

may also provide such services.

■

Private CRE Debt Investments

: The Fund’s investments may

include mortgage loans, mezzanine, preferred equity, transitional

private debt secured by CRE properties and b-notes (the

secondary tranche in a commercial mortgage-backed security).

Such investments may be of any credit quality (including below

investment grade (commonly referred to as “high yield” securities

or “junk bonds”)), may have any combination of principal and

interest payment structures, may be newly-originated or existing,

may have been originated to specific or general underwriting

standards which vary according to the seller and may be of any

size and any lien position (e.g., first-lien, second-lien or

unsecured). In addition, the Fund may provide financing in respect

of real estate or real estate-related assets or interests (including

to finance construction, development or improvement projects,

2 Prospectus

| Interval Funds

Prospectus

mortgage loan pay downs and/or mortgage loans), in each case

directly or through companies acquired (or created) and owned by

or otherwise affiliated with the Fund or PIMCO. Generally, the

day-to-day administration of these investments will be handled by

one or more servicers selected by PIMCO.

■

Publicly Traded CRE Securities

: The Fund’s investments in

publicly traded real estate securities may include commercial

mortgage backed securities (“CMBS”), residential mortgage

backed securities (“RMBS”) and other equity or debt securities

issued by REITs or real estate-related investment companies.

Publicly traded securities may be exchange-traded or traded

over-the-counter (“OTC”). Real estate-related investment

companies are investment companies that primarily invest in real

estate or activities relating to the ownership, construction,

financing, management, servicing or sale of such real estate. The

Fund may invest in securities of any credit quality, maturity and

duration to enhance its income and capital appreciation potential

and to provide liquidity to the overall portfolio. This may include

below investment grade (or junk) securities. The Fund expects that

its investments in publicly traded real estate securities will

primarily be in U.S. securities, but it may also invest in

non-U.S. securities. When investing in another investment

company, the Fund generally will consider such investment

company’s 80% policy for purposes of determining whether to

treat an investment therein towards the Fund’s 80% policy or, if

the investment company does not have an 80% policy, the Fund

may consider the underlying investment company’s portfolio

holdings and related information. To the extent that an underlying

investment company in which the Fund invests has adopted a

policy to concentrate its investments in a particular industry, the

Fund will, to the extent applicable, take such underlying

investment company’s concentration policy into consideration for

purposes of the Fund’s own industry concentration policy.

■

Collateralized Bond Obligations, Collateralized Loan

Obligations and other Collateralized Debt Obligations:

The Fund may invest in each of Collateralized Bond Obligations

(“CBOs”), Collateralized Loan Obligations (“CLOs”) and other

Collateralized Debt Obligations (“CDOs”) and other similarly

structured securities. CBOs, CLOs and CDOs are types of

asset-backed securities. A CBO is a trust which is often backed by

a diversified pool of high risk, below investment grade fixed

income securities. A CLO is a trust typically collateralized by a pool

of loans, which may include, among others, domestic and foreign

senior secured loans, senior unsecured loans and subordinate

commercial real estate loans, including loans that may be rated

below investment grade or equivalent unrated loans. Other CDOs

are trusts backed by other types of assets representing obligations

of various parties. CBOs, CLOs and other CDOs may charge

management fees and administrative expenses. The risks of an

investment in a CBO, CLO or other CDO depend largely on the

type of the collateral securities and the class of the instrument in

which the Fund invests. CBOs, CLOs and other CDOs may carry

additional risks including, but are not limited to: (i) the possibility

that distributions from collateral securities will not be adequate to

make interest or other payments; (ii) the possibility that the

quality of the collateral may decline in value or default; (iii) the

possibility that investments in CBOs, CLOs and other CDOs are

subordinate to other classes or tranches thereof; and (iv) the

complex structure of the security may not be fully understood at

the time of investment and may produce disputes with the issuer

or unexpected investment results.

■

Derivative Instruments:

The Fund may, but is not required to,

utilize various derivative strategies (both long and short positions)

involving the purchase or sale of futures and forward contracts

(including foreign currency exchange contracts), call and put

options, credit default swaps, total return swaps, basis swaps and

other swap agreements and other derivative instruments for

investment purposes, leveraging purposes or in an attempt to

hedge against market, credit, interest rate, currency and other

risks in the portfolio.

The Fund may invest in cash equivalents and treasuries. The Fund may

invest in securities of other investment companies (including those

advised by PIMCO), including closed-end funds, exchange-traded funds

and other open-end funds. The Fund may invest in certain money market

funds and/or short-term bond funds (“Central Funds”), to the extent

permitted by the 1940 Act, the rules thereunder or exemptive relief

therefrom. The Central Funds are registered investment companies

created for use by certain registered investment companies advised by

PIMCO in connection with their cash management activities.

There is no limit on the maturity or duration of any individual security in

which the Fund may invest.

The Fund may invest in assets involving leases whereby the tenant is

obligated to pay all the expenses of the property, including real estate

taxes, building insurance, and maintenance (“triple net leased”). These

leases can be signed across property sectors, including office and select

retail, to which the Fund plans to gain exposure.

The Fund has received exemptive relief from the SEC that, to the extent

the Fund relies on such relief, permits it to (among other things)

co-invest with certain other persons, including certain affiliates of the

Investment Manager and certain public or private funds managed by the

Investment Manager and its affiliates, subject to certain terms and

conditions. The exemptive relief from the SEC with respect to

co-investments imposes extensive conditions on any co-investments

made in reliance on such relief.

Investment Selection Strategies

In selecting investments for a Fund, PIMCO develops an outlook for

interest rates, economic conditions, and commercial real estate market.

The proportion of a Fund’s assets committed to a specific investment

varies based on PIMCO’s outlook for the U.S. economy and the

economies of other countries in the world, the financial markets, and

other factors. In selecting investments for the Fund, PIMCO may use

proprietary quantitative models that are developed and maintained by

PIMCO, and which are subject to change over time without notice in

PIMCO's discretion.

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

Investment Manager

PIMCO serves as the Investment Manager for the Fund. Subject to the

supervision of the Board of Trustees (the “Board” or “Board of

Trustees”) of the Fund, PIMCO is responsible for managing the

investment activities of the Fund and the Fund’s business affairs and

other administrative matters. The PIMCO investment professionals that

comprise the Fund’s Investment Committee are jointly and primarily

responsible for the day-to-day management of the Fund.

PIMCO is located at 650 Newport Center Drive, Newport Beach, CA

92660. Organized in 1971, PIMCO provides investment management

and advisory services to private accounts of institutional and individual

clients and to registered investment companies. PIMCO is a

majority-owned indirect subsidiary of Allianz SE, a publicly traded

European insurance and financial services company. As of December 31,

2024, PIMCO had approximately $1.95 trillion in assets under

management.

Expense Limitation Agreement

PIMCO has contractually agreed (the “Expense Limitation Agreement”)

to waive its supervisory and administrative fee, or reimburse the Fund,

to the extent that organizational expenses (including any initial offering

expenses), the payment of expenses associated with obtaining or

maintaining a Legal Entity Identifier (“LEI”) and/or payment of the

Fund’s pro rata Trustees’ fees (the “Specified Expenses”) in any fiscal

year exceed 0.07% of the Fund’s average daily net assets (the “Expense

Limit”). Under the Expense Limitation Agreement, if, in any month

during which the Administration Agreement is in effect, the estimated

annualized Specified Expenses of the Fund for that month are less than

the Expense Limit, PIMCO shall be entitled to reimbursement by the

Fund of any Supervisory and Administrative Fees waived or reduced

pursuant to the Expense Limitation Agreement (the “Reimbursement

Amount”) during the previous thirty-six (36) months, to the extent that

the Fund’s annualized Specified Expenses plus the amount so

reimbursed does not exceed, for such month, the Expense Limit (or the

expense limit in place at the time the amount being recouped was

originally waived if lower than the Expense Limit) or any future expense

limitation that may be in place, provided that such amount paid to

PIMCO will in no event exceed the total Reimbursement Amount and

will not include any amounts previously reimbursed to PIMCO. This

Expense Limitation Agreement shall remain in effect through May 1,

2026. Thereafter, the Expense Limitation Agreement will automatically

renew for one-year terms unless PIMCO provides written notice to the

Fund of the termination of the Expense Limitation Agreement, which

notice shall be received by the Fund at least 30 days prior to the end of

the then-current term. In addition, the Expense Limitation Agreement

will terminate upon termination of the Administration Agreement, or it

may be terminated by the Fund, without payment of any penalty, upon

ninety (90) days’ prior written notice to PIMCO at its principal place of

business.

Fee Waiver Agreement

Pursuant to an Advisory Fee Waiver Agreement between the Fund and

PIMCO, PIMCO has contractually agreed, through September 30, 2025,

to waive fees in such an amount as to reduce the Advisory Fee it is

entitled to receive from the Fund pursuant to the Investment

Management Agreement to 0.75% of the Fund’s average daily total net

assets (the “Advisory Fee Waiver Agreement”). The Advisory Fee Waiver

Agreement will continue through the date set forth above, at which

time it will terminate unless otherwise agreed to in writing by the

parties. PIMCO may not seek reimbursement from the Fund with respect

to the advisory fees waived pursuant to the Advisory Fee Waiver

Agreement. See “Management of the Fund-Fee Waiver Agreement.”

Investment Management Agreement and

Administration Agreement

The Fund pays for the advisory and certain supervisory and

administrative services it requires under an Investment Management

Agreement and a separate Administration Agreement.

See “Management of the Fund — Investment Management Agreement,

Administration Agreement.”

Leverage

The Fund may use leverage to provide additional funds to support its

investment activities. Leveraging transactions pursued by the Fund may

increase its duration and sensitivity to interest rate movements. The

Fund itself expects to use entity level debt (non-mortgage debt at the

Fund level) and expects its investments will utilize property-level debt

financing (mortgages on the Fund’s properties that are not recourse to

the Fund except in extremely limited circumstances). See “Principal

Risks of the Fund—Recourse Financings Risk.” Entity level debt that the

Fund may also incur may include unsecured and secured credit facilities

from certain financial institutions and other forms of borrowing

(collectively, “Borrowings”), which is limited to 33

∕

% of the Fund’s

total assets (less all liabilities and indebtedness not represented by

Investment Company Act leverage) immediately after such Borrowings.

In addition, the Fund may enter into investment management

techniques (including reverse repurchase agreements and derivative

transactions) that have similar effects as leverage, but which are not

subject to the foregoing 33

∕

% limitation if effected in compliance with

applicable SEC rules and guidance. Furthermore, the Fund may add

additional leverage through the issuance of Preferred Shares (“Preferred

Shares”) in an aggregate amount of up to 50% of the Fund’s total

assets (less all liabilities and indebtedness not represented by

Investment Company Act leverage) immediately after such issuance. See

“Use of Leverage” and “Principal Risks of the Fund—Leverage Risk.”

Borrowings (and any Preferred Shares) have seniority over Common

Shares. Borrowings and Preferred Shares leverage investments in

Common Shares. Holders of Common Shares bear the costs associated

with any Borrowings, and holders of Common Shares bear the offering

4 Prospectus

| Interval Funds

Prospectus

costs of any Preferred Shares issuance. The Board may authorize the use

of leverage through Borrowings and Preferred Shares without the

approval of the holders of Common Shares.

The Fund may not use leverage at all times and the amount of leverage

may vary depending upon a number of factors, including the Investment

Manager’s outlook for the market and the costs that the Fund would

incur as a result of such leverage. There is no assurance that the Fund’s

leveraging strategy will be successful.

Distributions

The Fund intends to distribute substantially all of its net investment

income to shareholders in the form of dividends. The Fund intends to

declare income dividends daily and distribute them monthly to

shareholders of record. In addition, the Fund intends to distribute any

net capital gains earned from the sale of portfolio securities to

shareholders no less frequently than annually. Net short-term capital

gains may be paid more frequently.

Unless shareholders specify otherwise, distributions will be reinvested in

Common Shares of the Fund in accordance with the Fund’s dividend

reinvestment plan (the “Plan”). The Fund may pay distributions from

sources that may not be available in the future and that are unrelated to

the Fund’s performance, such as from offering proceeds and/or

borrowings. See “Distributions” and “Dividend Reinvestment Plan.”

Expenses

Subject to the terms and conditions outlined in this prospectus, the Fund

will reimburse the Investment Manager for certain expenses incurred in

relation to the Fund. The Fund will also reimburse the Investment

Manager for actual operating and property expenses incurred on behalf

of the Fund for property management, acquisitions, dispositions and

financings. PIMCO may hire affiliated or unaffiliated property managers

or other service providers (who could also be joint venture partners for

an investment) at prevailing market rates to perform management and

specialized services for the Fund’s commercial real estate investments.

For a more complete discussion of the Fund’s expenses and

reimbursement arrangements, see “Summary of Fund Expenses.”

Distributor, Custodian and Transfer Agent

PIMCO Investments LLC, an affiliate of PIMCO, serves as the Fund’s

principal underwriter and distributor. State Street Bank and Trust

Company serves as the primary custodian of the Fund’s assets and also

provides certain fund accounting, sub-administrative and compliance

services to the Fund on behalf of the Investment Manager. UMB Bank,

n.a. serves as a custodian of the Fund for the purpose of processing

investor subscriptions and repurchases. Global Investor & Distribution

Solutions, Inc. serves as the Fund’s transfer agent and dividend

disbursement agent.

Unlisted Closed-End Fund Structure; Limited

Liquidity

The Fund does not currently intend to list its Common Shares for trading

on any securities exchange or any other trading market in the near

future. There is currently no secondary market for its Common Shares

and the Fund does not expect any secondary market to develop for its

Common Shares. Common Shareholders of the Fund are not able to

have their Common Shares redeemed or otherwise sell their Common

Shares on a daily basis because the Fund is an unlisted closed-end fund.

In order to provide liquidity to Common Shareholders, the Fund is

structured as an “interval fund” and conducts periodic repurchase offers

for a portion of its outstanding Common Shares, as described herein.

Investors should consider Common Shares of the Fund to be an illiquid

investment. An investment in the Fund is suitable only for long-term

investors who can bear the risks associated with private market

investments with limited liquidity of the Common Shares. Investors

should consider their investment goals, time horizons and risk tolerance

before investing in the Fund.

Investment Minimums

■

Institutional Class Common Shares.

The following

investment minimums apply for purchases of Institutional

Class Common Shares:

Initial Investment	Subsequent Investments
$1,000,000 per account	None

■

Class A-3 and Class A-4 Common Shares.

The following

investment minimums apply for purchases of Class A-3 and

Class A-4 Common Shares:

Initial Investment	Subsequent Investments
$2,500 per account	$50

■

Class F Common Shares.

The following investment minimums

apply for purchases of Class F Common Shares:

Initial Investment	Subsequent Investments
$10,000,000 per account	None

The initial investment minimums may be higher or lower for certain

financial firms that submit orders on behalf of their customers. The Fund

or the Distributor may lower or waive the minimum initial investment for

certain classes of shares or categories of investors at their discretion.

The minimum initial investment may also be modified for the Trustees

and certain employees and their extended family members of PIMCO

and its affiliates. For these purposes, “extended family members” shall

include such person’s spouse or domestic partner, as recognized by

applicable state law, children, siblings, current brother/sister-in-laws,

parents and current father/mother-in-laws. Please see the SAI for

details.

■

Additional Investments. An investor may purchase additional

Common Shares of the Fund at any time by sending a facsimile or

e-mail as outlined above. If you invest in Common Shares through

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

a broker-dealer, contact your financial firm for information on

purchasing additional Common Shares.

■

Other Purchase Information. Purchases of the Fund’s Common

Shares will be made in full and fractional shares. The Fund and the

Distributor each reserves the right, in its sole discretion, to

suspend the offering of shares of the Fund or to reject any

purchase order for any reason. In the interest of economy and

convenience, certificates for shares will not be issued.

Investor Suitability

An investment in the Fund involves a considerable amount of risk. It is

possible that you will lose money. An investment in the Fund is suitable

only for investors who can bear the risks associated with the limited

liquidity of the Common Shares and should be viewed as a long-term

investment. Before making your investment decision, you should (i)

consider the suitability of this investment with respect to your

investment objectives and personal financial situation and (ii) consider

factors such as your personal net worth, income, age, risk tolerance and

liquidity needs. An investment in the Fund should not be viewed as a

complete investment program.

Summary of Risks

The NAV of the Common Shares will fluctuate with and be affected by,

among other things, various principal risks of the Fund and its

investments, which are summarized below. The Fund is subject to the

principal risks noted below, whether through the Fund’s direct

investments, investments by subsidiaries or derivatives positions.

Limited Prior History

The Fund is a non-diversified, closed-end

management investment company with limited history of operations

and is designed for long-term investors and not as a trading vehicle.

Investment and Market Risk

The market price of securities

owned by the Fund may go up or down, sometimes rapidly or

unpredictably. Securities may decline in value due to factors affecting

securities or real estate markets generally or particular industries or

companies represented in the securities or real estate markets. The value

of a security may decline due to general market conditions that are not

specifically related to a particular company, such as real or perceived

adverse economic conditions, changes in the general outlook for

corporate earnings, changes in interest or currency rates, adverse

changes to credit markets or adverse investor sentiment generally. The

value of a security may also decline due to factors that affect a

particular industry or industries, such as labor shortages or increased

production costs and competitive conditions within an industry.

Conversely, a change in financial condition or other event affecting a

single issuer may adversely impact securities markets as a whole. During

a general downturn in the securities markets, multiple asset classes may

decline in value simultaneously even if the performance of those asset

classes is not otherwise historically correlated. Investments may also be

negatively impacted by market disruptions and by attempts by other

market participants to manipulate the prices of particular investments.

Equity securities generally have greater price volatility than fixed income

securities. Credit ratings downgrades may also negatively affect

securities held by the Fund. Even when markets perform well, there is no

assurance that the investments held by the Fund will increase in value

along with the broader market.

In addition, market risk includes the risk that geopolitical and other

events will disrupt the economy on a national or global level. For

instance, war or military conflict, terrorism, social unrest, recessions,

supply chain disruptions, market manipulation, government defaults,

government shutdowns, political changes, diplomatic developments or

the imposition of sanctions and other similar measures, public health

emergencies (such as the spread of infectious diseases, pandemics and

epidemics), natural/environmental disasters, climate-change and climate

related events can all negatively impact the securities markets, which

could cause the Fund to lose value. These events could reduce consumer

demand or economic output, result in market closures, changes in

interest rates, inflation/deflation, travel restrictions or quarantines, and

significantly adversely impact the economy.

As computing technology and data analytics continually advance there

has been an increasing trend towards machine driven and artificially

intelligent trading systems, particularly providing such systems with

increasing levels of autonomy in trading decisions. Regulators of

financial markets have become increasingly focused on the potential

impact of artificial intelligence on investment activities and may issue

regulations that are intended to affect the use of artificial technology in

trading activities. Any such regulations may not have the intended affect

on financial markets. Moreover, advancements in artificial intelligence

and other technologies may suffer from the introduction of errors,

defects or security vulnerabilities which can go undetected. The

potential speed of such trading technology may exacerbate the impact

of any such flaws, particularly where such flaws are exploited by other

artificially intelligent systems and may act to impair or prevent the

intervention of a human control.

The current contentious domestic political environment, as well as

political and diplomatic events within the United States and abroad,

such as presidential elections in the U.S. or abroad or the

U.S. government’s inability at times to agree on a long-term budget and

deficit reduction plan, has in the past resulted, and may in the future

result, in a government shutdown or otherwise adversely affect the

U.S. regulatory landscape, the general market environment and/or

investor sentiment, which could have an adverse impact on the Fund’s

investments and operations. Additional and/or prolonged U.S. federal

government shutdowns may affect investor and consumer confidence

and may adversely impact financial markets and the broader economy,

perhaps suddenly and to a significant degree. Governmental and

quasi-governmental authorities and regulators throughout the world

have previously responded to serious economic disruptions with a

variety of significant fiscal and monetary policy changes. The reversal of

any fiscal and/or monetary policies or the ineffectiveness of these

policies, could increase volatility in securities markets, which could

adversely affect the Fund’s investments. Any market disruptions could

also prevent the Fund from executing advantageous investment

decisions in a timely manner. Funds that have focused their investments

in a region enduring geopolitical market disruption will face higher risks

6 Prospectus

| Interval Funds

Prospectus

of loss. Thus, investors should closely monitor current market conditions

to determine whether the Fund meets their individual financial needs

and tolerance for risk.

Recently, there have been inflationary price movements. As such, fixed

income securities markets may experience heightened levels of interest

rate, volatility and liquidity risk. As discussed more under “Interest Rate

Risk,” the Federal Reserve has raised interest rates from historically low

levels. Any additional interest rate increases in the future could cause

the value of any fund, such as the Fund, that invests in fixed income

securities to decrease.

Although interest rates have significantly increased since 2022 through

the date of this prospectus, the prices of real estate-related assets

generally have not decreased as much as may be expected based on

historical correlations between interest rates and prices of real

estate-related assets. This presents an increased risk of a correction or

severe downturn in real estate-related asset prices, which could

adversely impact the value of other investments as well (such as loans,

securitized debt and other fixed income securities). This risk is

particularly present with respect to commercial real estate-related asset

prices, and the value of other investments with a connection to the

commercial real estate sector. As examples of the current risks faced by

real estate-related assets: tenant vacancy rates, tenant turnover and

tenant concentration have increased; owners of real estate have faced

headwinds, delinquencies and difficulties in collecting rents and other

payments (which increases the risk of owners being unable to pay or

otherwise defaulting on their own borrowings and obligations);

property values have declined; inflation, upkeep costs and other

expenses have increased; and rents have declined for many properties.

Exchanges and securities markets may close early, close late or issue

trading halts on specific securities, which may result in, among other

things, the Fund being unable to buy or sell certain securities or financial

instruments at an advantageous time or accurately price its portfolio

investments.

Distribution Rate Risk

The Fund’s distribution rate may be

affected by numerous factors, including but not limited to changes in

realized and projected market returns, fluctuations in market interest

rates, Fund performance and other factors. The Fund’s distributions may

be comprised of a return of capital. In general terms, a return of capital

would occur where a Fund distribution (or portion thereof) represents a

return of a portion of your investment, rather than net income or capital

gains generated from your investment during a particular period. There

can be no assurance that a change in market conditions or other factors

will not result in a change in the Fund’s distribution rate or that the rate

will be sustainable in the future. See “Distributions” for a description of

return of capital and its impacts. There can be no assurance that a

change in market conditions or other factors will not result in a change

in a Fund’s distribution rate or that the rate will be sustainable in the

future. For instance, during periods of low or declining interest rates, the

Fund’s distributable income and dividend levels may decline for many

reasons. For example, the Fund may have to deploy uninvested assets

(whether from sales of Fund shares, proceeds from matured, traded or

called debt obligations or other sources) in new, lower yielding

instruments. Additionally, payments from certain instruments that may

be held by the Fund (such as variable and floating rate securities) may

be negatively impacted by declining interest rates, which may also lead

to a decline in the Fund’s distributable income and dividend levels.

Management Risk

The Fund is subject to management risk

because it is an actively managed investment portfolio. PIMCO will

apply investment techniques and risk analysis in making investment

decisions for the Fund. There can be no guarantee that these decisions

will produce the desired results or that the due diligence conducted by

PIMCO and individual portfolio managers will expose all material risks

associated with an investment. Additionally, PIMCO and individual

portfolio managers may not be able to identify suitable investment

opportunities and may face competition from other investment

managers when identifying and consummating certain investments, or

may determine that certain factors are more significant than others.

Certain securities or other instruments in which the Fund seeks to invest

may not be available in the quantities desired, including in

circumstances where other funds for which PIMCO acts as investment

adviser are seeking to invest in the same or similar securities or

instruments. In addition, regulatory restrictions, actual or potential

conflicts of interest or other considerations may cause PIMCO to restrict

or prohibit participation in certain investments. In such circumstances,

PIMCO may determine to purchase other securities or instruments as

substitutes. Such substitute securities or instruments may not perform as

intended, which could result in losses to the Fund. To the extent the

Fund employs strategies targeting perceived pricing inefficiencies,

arbitrage strategies or similar strategies, it is subject to the risk that the

pricing or valuation of the securities and instruments involved in such

strategies may change unexpectedly, which may result in reduced

returns or losses to the Fund. The Fund is also subject to the risk that

deficiencies in the internal systems or controls of PIMCO or another

service provider will cause losses for the Fund or hinder Fund

operations. For example, trading delays or errors (both human and

systemic) could prevent the Fund from purchasing a security expected to

appreciate in value. Please refer to “Portfolio Managers – Conflicts of

Interest” in the SAI for further information. Additionally, legislative,

regulatory, or tax restrictions, policies or developments may affect the

investment techniques available to PIMCO in connection with managing

the Fund and may also adversely affect the ability of the Fund to achieve

its investment objectives. There also can be no assurance that all of the

personnel of PIMCO will continue to be associated with PIMCO for any

length of time. The loss of the services of one or more key employees of

PIMCO could have an adverse impact on the Fund’s ability to realize its

investment objectives.

In addition, the Fund may rely on various third-party sources to calculate

its NAV. As a result, the Fund is subject to certain operational risks

associated with reliance on service providers and service providers’ data

sources. In particular, errors or systems failures and other technological

issues may adversely impact the Fund’s calculations of its NAV, and such

NAV calculation issues may result in inaccurately calculated NAV, delays

in NAV calculation and/or the inability to calculate NAV over extended

periods. The Fund may be unable to recover any losses associated with

such failures.

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

Delay in Use of Proceeds Risk

Although the Fund currently

intends to invest the proceeds from any sale of the Common Shares

offered hereby within three months from receipt thereof, such

investments may be delayed if suitable investments are unavailable at

the time. Delays which the Fund encounters in the selection, due

diligence and origination or acquisition of investments would likely limit

its ability to pay distributions and lower overall returns.

Best Efforts Offering Risk

This offering is being made on a “best

efforts” basis, meaning the Distributor and broker-dealers participating

in the offering are only required to use their best efforts to sell the

Fund’s shares and have no firm commitment or obligation to sell any of

the shares. If PIMCO is unable to raise substantial funds, in this offering,

the Fund’s Board may seek to sell all or substantially all of the Fund’s

assets and dissolve the Fund. In the event of the liquidation, dissolution

or winding up of the Fund, Common Shareholders are entitled to receive

the then-current NAV per share of the assets legally available for

distribution to the Fund’s Common Shareholders, after payment of or

adequate provision for all of the Fund’s known debts and liabilities,

including any outstanding debt securities or other borrowings and any

interest thereon.

Competition Risk

Identifying, completing and realizing attractive

portfolio investments is competitive and involves a high degree of

uncertainty. In acquiring its target assets, the Fund will compete with a

variety of institutional investors, including specialty finance companies,

public and private funds (including other funds managed by PIMCO and

its affiliates), REITs, commercial and investment banks, commercial

finance and insurance companies and other financial institutions.

Non-Diversification Risk

The Fund is “non-diversified,” which

means that the Fund may invest a significant portion of its assets in the

securities of a smaller number of issuers than a diversified fund.

Focusing investments in a small number of issuers increases risk. A fund

that invests in a relatively smaller number of issuers is more susceptible

to risks associated with a single economic, political or regulatory

occurrence than a diversified fund might be. Some of those issuers also

may present substantial credit or other risks. Similarly, the Fund may be

subject to increased economic, business or political risk to the extent

that it invests a substantial portion of its assets in a particular currency,

in a group of related industries, in a particular issuer, in the bonds of

similar projects or in a narrowly defined geographic area outside the

U.S. Notwithstanding the Fund’s status as a “non-diversified”

investment company under the 1940 Act, the Fund intends to qualify as

a REIT accorded special tax treatment under the Code, which imposes

its own diversification requirements.

Illiquid Investment Risk

Many of the Fund’s investments will be

illiquid, including the Fund’s commercial real estate investments. A

variety of factors could make it difficult for the Fund to dispose of any of

its illiquid assets on acceptable terms even if a disposition is in the best

interests of the Fund’s Common Shareholders. The Fund cannot predict

whether it will be able to sell any asset for the price or on the terms set

by it or whether any price or other terms offered by a prospective

purchaser would be acceptable to the Fund.

Real Estate Investment Risk

The Fund’s investments will be

subject to the risks typically associated with real estate, including but

not limited to:

■

local, state, national or international economic conditions,

including market disruptions caused by regional concerns, political

upheaval, sovereign debt crises and other factors;

■

lack of liquidity inherent in the nature of the asset;

■

reliance on tenants/operators/managers to operate their

businesses in a sufficient manner and in compliance with their

contractual arrangements with the Fund;

■

ability and cost to replace a tenant/operator/manager upon

default;

■

property management decisions;

■

property location and conditions;

■

property operating costs, including insurance premiums, real

estate taxes and maintenance costs;

■

competition from comparable properties;

■

the occupancy rate of, and the rental rates charged at, the

properties;

■

the ability to collect on a timely basis all rent;

■

the effects of any bankruptcies or insolvencies;

■

changes in interest rates and in the availability, cost and terms of

mortgage financing;

■

changes in governmental rules, regulations and fiscal policies;

■

cost of compliance with applicable federal, state, and local laws

and regulations;

■

acts of nature, including earthquakes, hurricanes and other

natural disasters;

■

the potential for uninsured or underinsured property losses; and

■

other factors which are beyond the Fund’s control.

Market Disruptions Risk

The Fund is subject to investment and

operational risks associated with financial, economic and other global

market developments and disruptions, including those arising from war,

military conflicts, terrorism, social unrest, recessions, supply chain

disruptions, market manipulation, government interventions, defaults

and shutdowns, political changes or diplomatic developments, public

health emergencies (such as the spread of infectious diseases,

pandemics and epidemics), bank failures and natural/environmental

disasters, which can all negatively impact the securities markets ,

interest rates, auctions, secondary trading, ratings, credit risk, inflation,

deflation and other factors relating to the Fund’s investments or the

Investment Manager’s operations and the value of an investment in the

Fund, its distributions and its returns. These events can also impair the

technology and other operational systems upon which the Fund’s

service providers, including PIMCO as the Fund’s investment adviser,

rely, and could otherwise disrupt the Fund’s service providers’ ability to

fulfill their obligations to the Fund.

Commercial Real Estate Industry Risk

The Fund’s business

and operations are dependent on the commercial real estate industry

generally, which in turn is dependent upon broad economic conditions.

Challenging economic and financial market conditions may cause the

Fund to experience an increase in the number of commercial real estate

investments that result in losses, including delinquencies,

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Prospectus

non-performing assets and a decrease in the value of the property or, in

the case of traded real estate-related securities, collateral which secures

its investments, all of which could adversely affect the Fund’s results of

operations.

Additionally, economic conditions can negatively impact the businesses

of tenants of the Fund’s private commercial real estate

investments,which in turn could cause the Fund to experience increased

delinquencies or decreasing rents, either of which would negatively

impact the Fund’s income. These conditions may increase the volatility of

the value of private commercial real estate investments made by the

Fund. These developments also may make it more difficult for the Fund

to accurately value its investments or to sell its investments on a timely

basis. These developments, including elevated interest rates relative to

previous years, or a gradual decline in interest rates from these elevated

levels, could adversely affect the ability of the Fund to use leverage for

investment purposes and increase the cost of such leverage, which

would reduce returns. Such developments could, in turn, diminish

significantly the Fund’s revenue from investments and adversely affect

the Fund’s NAV.

Joint Venture Risk

The Fund expects to enter into joint ventures

with third parties to make investments. Joint ventures entered into by

the Fund would only include arrangements in which the Fund does not

primarily control the joint venture. The Fund’s partial interest

investments will generally be structured as joint ventures or

co-investment arrangements with third parties. In these joint ventures,

the Fund would generally share control with the third-party partner (for

example the Fund may have approval rights over some of the joint

venture’s activities, and in limited circumstances that do not amount to

primary control of the joint venture, may have the ability to require that

the joint venture take specific actions), even though the Fund may hold

a majority of the economic interests of a joint venture. In many cases the

third-party partner may provide services for the joint venture or its

assets, including, without limitation, management of day-to-day

operations, asset management, property management, construction or

development management, leasing, refinancing or disposition related

services. The Fund may also make investments in partnerships or other

co-ownership arrangements or participations. Such investments may

involve risks not otherwise present with other methods of investment. In

addition, disputes between the Fund and its joint venture partners may

result in litigation or arbitration that would increase the Fund’s

expenses and prevent the Fund’s officers and trustees from focusing

their time and efforts on the Fund’s business. The Fund may at times

enter into arrangements that provide for unfunded commitments and,

even when not contractually obligated to do so, may be incentivized to

fund future commitments related to its investments.

Recourse Financings Risk

In certain cases, financings for the

Fund’s commercial real estate properties may be recourse to the Fund.

Lenders customarily require that a creditworthy parent entity enter into

so-called “recourse carveout” guarantees to protect the lender against

certain bad-faith or other intentional acts of the borrower in violation of

the loan documents. A “bad boy” guarantee typically provides that the

lender can recover losses from the guarantors for certain bad acts, such

as fraud or intentional misrepresentation, intentional waste, willful

misconduct, criminal acts, misappropriation of funds, voluntary

incurrence of prohibited debt and environmental losses sustained by

lender. The Fund’s “bad boy” guarantees could apply to actions of the

joint venture partners associated with the Fund’s investments. While the

Investment Manager expects to negotiate indemnities from such joint

venture partners to protect against such risks, there remains the

possibility that the acts of such joint venture partner could result in

liability to the Fund under such guarantees.

Valuation Risk

Certain securities, including certain real estate

investments that the Fund makes, will be illiquid and more difficult to

value than other more liquid investments (e.g. traded securities).

Investments for which market quotations are not readily available are

valued at fair value as determined in good faith pursuant to Rule 2a-5

under the 1940 Act. Fair value pricing may require subjective

determinations about the value of a security or other asset. As a result,

there can be no assurance that fair value pricing will result in

adjustments to the prices of assets or other securities or that fair value

pricing will reflect actual market value, and it is possible that the fair

value determined for an asset or other security will be materially

different from quoted or published prices, from the prices used by others

for the same security or other asset and/or from the value that actually

could be or is realized upon the sale of that security or other asset.

Risks Related to Specific Commercial Real Estate

Property Types

The Fund intends to invest in a variety of

commercial real estate property types, which may expose the Fund to

risks.

Single Tenant Risk

Certain of the Fund’s investments depend on

tenants for revenue, and therefore the Fund’s revenue is dependent on

the success and economic viability of the investments tenants. The

Fund’s reliance on single tenants in single tenant properties may

decrease its ability to lease vacated space and could adversely affect its

income, performance, operations and ability to pay distributions. Certain

of the Fund’s investments in properties will be leased out to single

tenants that the Investment Manager believes have favorable credit

profiles and/or performance attributes supporting highly visible

long-term cash flows. Adverse impacts to such tenants, businesses or

operators, including as a result of changes in market or economic

conditions, natural disasters, outbreaks of an infectious disease,

pandemic or any other serious public health concern, political events or

other factors that may impact the operation of these properties, may

have negative effects on the Fund’s investments and financial results.

Mortgage Loan Risk

The Fund may originate and selectively

acquire senior mortgage loans which are generally loans secured by a

first mortgage lien on a commercial property and are subject to risks of

delinquency and foreclosure and risks of loss that are greater than

similar risks associated with loans made on the security of single-family

residential property. In addition, certain of the mortgage loans in which

the Fund invests may be structured so that all or a substantial portion of

the principal will not be paid until maturity, which increases the risk of

default at that time. The ability of a borrower to repay a loan secured by

an income-producing property typically is dependent primarily upon the

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

successful operation of such property rather than upon the existence of

independent income or assets of the borrower. In the event of any

default under a mortgage loan held directly by the Fund, it will bear a

risk of loss of principal to the extent of any deficiency between the value

of the collateral and the principal and accrued interest of the mortgage

loan, which could have a material adverse effect on the profitability of

the Fund.

Mezzanine Loan Risk

The Fund may invest in mezzanine loans

that take the form of subordinated loans secured by a pledge of the

ownership interests of either the entity owning the real property or the

entity that owns the interest in the entity owning the real property.

These types of investments involve a higher degree of risk than first

mortgage loans secured by income producing real property because the

investment may become unsecured as a result of foreclosure by the

senior lender. As a result, the Fund may not recover some or all of its

investment.

Mortgage-Related and Other Asset-Backed Instruments

Risk

The mortgage-related assets in which the Fund may invest

include, but are not limited to, any security, instrument or other asset

that is related to U.S. or non-U.S. mortgages, including those issued by

private originators or issuers, or issued or guaranteed as to principal or

interest by the U.S. government or its agencies or instrumentalities or by

non-U.S. governments or authorities, such as, without limitation, assets

representing interests in, collateralized or backed by, or whose values

are determined in whole or in part by reference to any number of

mortgages or pools of mortgages or the payment experience of such

mortgages or pools of mortgages, including real estate mortgage

investment conduits (“REMICs”), which could include re-securitized real

estate mortgage investment conduits (“Re-REMICs”), mortgage

pass-through securities, inverse floaters, CMOs, CLOs, multiclass

pass-through securities, private mortgage pass-through securities,

stripped mortgage securities (generally interest-only and principal-only

securities), mortgage-related asset backed securities and

mortgage-related loans (including through participations, assignments,

originations and whole loans), including commercial and residential

mortgage loans. Exposures to mortgage-related assets through

derivatives or other financial instruments will be considered investments

in mortgage-related assets.

The Fund may also invest in other types of ABS, including CDOs, CBOs

and CLOs and other similarly structured securities See “Investment

Objectives and Strategies – Portfolio Composition” and “Investment

Objectives and Strategies - Investments in Traded Real Estate-Related

Securities” in this prospectus and “Investment Objectives” and

“Investment Policies and Techniques” in the SAI for a description of the

various mortgage-related and other asset-backed instruments in which

the Fund may invest and their related risks.

Repurchase Offers Risk

As described under “Periodic Repurchase

Offers” above, the Fund is an “interval fund” and, in order to provide

liquidity to shareholders, the Fund, subject to applicable law, conducts

quarterly repurchase offers of the Fund’s outstanding Common Shares

at NAV, subject to approval of the Board.

The Fund currently expects to conduct quarterly repurchase offers for

5% of its outstanding Common Shares under ordinary circumstances.

The Fund believes that these repurchase offers are generally beneficial

to the Fund’s shareholders, and repurchases generally will be funded

from available cash or sales of portfolio securities. However, repurchase

offers and the need to fund repurchase obligations may affect the ability

of the Fund to be fully invested or force the Fund to maintain a higher

percentage of its assets in liquid investments, which may harm the

Fund’s investment performance. Moreover, diminution in the size of the

Fund through repurchases may result in untimely sales of portfolio

securities (with associated imputed transaction costs, which may be

significant), and may limit the ability of the Fund to participate in new

investment opportunities or to achieve its investment objectives. The

Fund may accumulate cash by holding back (i.e., not reinvesting) with

the Fund’s investments. If at any time cash and other liquid assets held

by the Fund are not sufficient to meet the Fund’s repurchase

obligations, the Fund intends, if necessary, to sell investments. To the

extent the Fund employs investment leverage, repurchases of Common

Shares would compound the adverse effects of leverage in a declining

market. In addition, if the Fund borrows to finance repurchases, interest

on that borrowing will negatively affect Common Shareholders who do

not tender their Common Shares by increasing the Fund’s expenses and

reducing any net investment income. If a repurchase offer is

oversubscribed, the Fund may, but is not required to, determine to

increase the amount repurchased by up to 2% of the Fund’s

outstanding shares as of the date of the Repurchase Request Deadline.

In the event that the Fund determines not to repurchase more than the

repurchase offer amount, or if shareholders tender more than the

repurchase offer amount plus 2% of the Fund’s outstanding shares as of

the date of the Repurchase Request Deadline, the Fund will repurchase

the Common Shares tendered on a pro rata basis, and shareholders will

have to wait until the next repurchase offer to make another repurchase

request. As a result, shareholders may be to liquidate all or a given

percentage of their investment in the Fund during a particular

repurchase offer. Some shareholders, in anticipation of proration, may

tender more Common Shares than they wish to have repurchased in a

particular quarter, thereby increasing the likelihood that proration will

occur. A shareholder may be subject to market and other risks, and the

NAV of Common Shares tendered in a repurchase offer may decline

between the Repurchase Request Deadline and the date on which the

NAV for tendered Common Shares is determined. In addition, the

repurchase of Common Shares by the Fund may be a taxable event to

shareholders.

High Yield Securities Risk.

In general, lower rated debt securities

carry a greater degree of risk that the issuer will lose its ability to make

interest and principal payments, which could have a negative effect on

the NAV of the Fund’s Common Shares or Common Share dividends.

Securities of below investment grade quality are regarded as having

predominantly speculative characteristics with respect to capacity to pay

interest and repay principal, and are commonly referred to as “high

yield” securities or “junk bonds.” High yield securities involve a greater

risk of default and their prices are generally more volatile and sensitive

to actual or perceived negative developments. An economic downturn

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Prospectus

could severely affect the ability of issuers (particularly those that are

highly leveraged) to service or repay their debt obligations. The Fund

may purchase distressed securities that are in default or the issuers of

which are in bankruptcy, which involve heightened risks. Lower-rated

securities are generally less liquid than higher-rated securities, which

may have an adverse effect on the Fund’s ability to dispose of a

particular security. To the extent the Fund focuses on below investment

grade debt obligations, PIMCO’s capabilities in analyzing credit quality

and associated risks will be particularly important, and there can be no

assurance that PIMCO will be successful in this regard. Due to the risks

involved in investing in high yield securities, an investment in the Fund

should be considered speculative.

The Fund’s credit quality policies apply only at the time a security is

purchased, and the Fund is not required to dispose of a security in the

event that a rating agency or PIMCO downgrades its assessment of the

credit characteristics of a particular issue. Analysis of creditworthiness

may be more complex for issuers of high yield securities than for issuers

of higher quality debt securities.

Capital Markets Risk

The Fund expects to fund a portion of its

commercial real estate investments with property-level financing. There

can be no assurance that any financing will be available in the future on

acceptable terms, if at all, or that it will be able to satisfy the conditions

precedent required to use its credit facilities, if entered into, which could

reduce the number, or alter the type, of investments that the Fund

would make otherwise. Any failure to obtain financing could have a

material adverse effect on the continued development or growth of the

Fund’s investments and harm the Fund’s ability to operate and make

distributions.

Interest Rate Risk

A wide variety of factors can cause interest rates

or yields of U.S. Treasury securities (or yields of other types of bonds) to

rise, including but not limited to central bank monetary policies,

changing inflation or real growth rates, general economic conditions,

increasing bond issuances or reduced market demand for low yielding

investments. Risks associated with changes in interest rates may be

heightened under certain market conditions, such as during times when

the U.S. Federal Reserve (the “Federal Reserve”) raises interest rates or

when such rates remain elevated following a period of historically low

levels. Additionally, the U.S. and other governments have increased, and

are likely to continue increasing, their debt issuances, which may also

heighten these risks. In addition, changes in monetary policy may

exacerbate the risks associated with changing interest rates. Further, in

market environments where interest rates are rising, issuers may be less

willing or able to make principal and interest payments on fixed-income

investments when due. There is the risk that the income generated by

investments may not keep pace with inflation. Actions by governments

and central banking authorities can result in increases or decreases in

interest rates. Periods of higher inflation could cause such authorities to

raise interest rates, which may adversely affect a Fund and its

investments.

Further, fixed income securities with longer durations tend to be more

sensitive to changes in interest rates, usually making them more volatile.

Duration is a measure used to determine the sensitivity of a security's

price to changes in interest rates that incorporates a security's yield,

coupon, final maturity and call features, among other characteristics.

Duration is useful primarily as a measure of the sensitivity of a fixed

income security's market price to interest rate (i.e., yield) movements. All

other things remaining equal, for each one percentage point increase in

interest rates, the value of a portfolio of fixed income investments would

generally be expected to decline by one percent for every year of the

portfolio's average duration above zero. For example, the value of a

portfolio of fixed income securities with an average duration of eight

years would generally be expected to decline by approximately 8% if

interest rates rose by one percentage point.

Variable and floating rate securities may decline in value if their interest

rates do not rise as much, or as quickly, as interest rates in general.

Conversely, floating rate securities will not generally increase in value if

interest rates decline. Inverse floating rate securities may decrease in

value if interest rates increase. Inverse floating rate securities may also

exhibit greater price volatility than a fixed rate obligation with similar

credit quality. When the Fund holds variable or floating rate securities, a

decrease (or, in the case of inverse floating rate securities, an increase)

in market interest rates will adversely affect the income received from

such securities and the NAV of the Fund's shares.

During periods of very low or negative interest rates, the Fund may be

unable to maintain positive returns. Very low or negative interest rates

may magnify interest rate risk. Changing interest rates, including rates

that fall below zero, may have unpredictable effects on markets, may

result in heightened market volatility and may detract from Fund

performance to the extent the Fund is exposed to such interest rates.

Measures such as average duration may not accurately reflect the true

interest rate sensitivity of the Fund. This is especially the case if the Fund

consists of securities with widely varying durations. Therefore, if the

Fund has an average duration that suggests a certain level of interest

rate risk, the Fund may in fact be subject to greater interest rate risk

than the average would suggest. This risk is greater to the extent the

Fund uses leverage or derivatives in connection with the management

of the Fund.

Convexity is an additional measure used to understand a security's or

Fund's interest rate sensitivity. Convexity measures the rate of change of

duration in response to changes in interest rates. With respect to a

security's price, a larger convexity (positive or negative) may imply more

dramatic price changes in response to changing interest rates. Convexity

may be positive or negative. Negative convexity implies that interest

rate increases result in increased duration, meaning increased sensitivity

in prices in response to rising interest rates. Thus, securities with

negative convexity, which may include bonds with traditional call

features and certain mortgage-backed securities, may experience

greater losses in periods of rising interest rates. Accordingly, if the Fund

holds such securities, the Fund may be subject to a greater risk of losses

in periods of rising interest rates.

Rising interest rates may result in a decline in value of the Fund's fixed

income investments and in periods of volatility. Also, when interest rates

rise, issuers are less likely to refinance existing debt securities, causing

the average life of such securities to extend. Further, while U.S. bond

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

markets have steadily grown over the past three decades, dealer

“market making” ability has remained relatively stagnant. As a result,

dealer inventories of certain types of bonds and similar instruments,

which provide a core indication of the ability of financial intermediaries

to “make markets,” are at or near historic lows in relation to market

size. Because market makers provide stability to a market through their

intermediary services, a significant reduction in dealer inventories could

potentially lead to decreased liquidity and increased volatility in the

fixed income markets. Such issues may be exacerbated during periods of

economic uncertainty. All of these factors, collectively and/or

individually, could cause the Fund to lose value.

Regulatory Risk- London Interbank Offered Rate

(“LIBOR”)

Certain instruments in which the Fund may invest have

relied or continue to rely in some fashion upon the London Interbank

Offered Rate. LIBOR was traditionally an average interest rate,

determined by the ICE Benchmark Administration, that banks charge

one another for the use of short-term money. On March 5, 2021, the

Financial Conduct Authority (“FCA”), the United Kingdom’s financial

regulatory body and regulator of LIBOR, publicly announced that all

U.S. Dollar LIBOR settings will either cease to be provided by any

administrator or will no longer be representative (i) immediately after

December 31, 2021 for one-week and two-month U.S. Dollar LIBOR

settings and (ii) immediately after June 30, 2023 for the remaining

U.S. Dollar LIBOR settings. As of January 1, 2022, as a result of

supervisory guidance from U.S. regulators, U.S. regulated entities have

generally ceased entering into new LIBOR contracts with limited

exceptions. Publication of all Japanese yen and the one- and six-month

sterling LIBOR settings have ceased, and while publication of the

three-month Sterling LIBOR setting will continue through at least the

end of March 2024 on the basis of a changed methodology (known as

“synthetic LIBOR”), this rate has been designated by the FCA as

unrepresentative of the underlying market that it seeks to measure and

is solely available for use in legacy transactions. Certain bank-sponsored

committees in other jurisdictions, including Europe, the United Kingdom,

Japan and Switzerland, have selected alternative reference rates

denominated in other currencies. Although the transition process away

from LIBOR for many instruments has been completed, some LIBOR use

is continuing and there are potential effects related to the transition

away from LIBOR or continued use of LIBOR on the Fund, or on certain

instruments in which the Fund invests, which can be difficult to

ascertain, and may vary depending on factors that include, but are not

limited to: (i) existing fallback or termination provisions in individual

contracts and (ii) whether, how, and when industry participants adopt

new reference rates for affected instruments. So-called “tough legacy”

contracts have LIBOR interest rate provisions with no fallback provisions

contemplating a permanent discontinuation of LIBOR, inadequate

fallback provisions or fallback provisions which may not effectively

result in a transition away from LIBOR prior to LIBOR’s planned

replacement date. On March 15, 2022, the Adjustable Interest Rate

(LIBOR) Act was signed into law. This law provides a statutory fallback

mechanism on a nationwide basis to replace LIBOR with a benchmark

rate that is selected by the Board of Governors of the Federal Reserve

System based on the Secured Overnight Financing Rate (“SOFR”) for

tough legacy contracts. On February 27, 2023, the Federal Reserve

System’s final rule in connection with this law became effective,

establishing benchmark replacements based on SOFR and Term SOFR (a

forward-looking measurement of market expectations of SOFR implied

from certain derivatives markets) for applicable tough legacy contracts

governed by U.S. law. In addition, the FCA has announced that it will

require the publication of synthetic LIBOR for the one-month,

three-month and six-month U.S. Dollar LIBOR settings after June 30,

2023 through at least September 30, 2024. Certain of the Fund’s

investments may involve individual tough legacy contracts which may

be subject to the Adjustable Interest Rate (LIBOR) Act or synthetic LIBOR

and no assurances can be given that these measures will have had the

intended effects. Moreover, certain aspects of the transition from LIBOR

have relied or will continue to rely on the actions of third-party market

participants, such as clearing houses, trustees, administrative agents,

asset servicers and certain service providers; PIMCO cannot guarantee

the performance of such market participants and any failure on the part

of such market participants to manage their part of the LIBOR transition

could impact the Fund. The transition of investments from LIBOR to a

replacement rate as a result of amendment, application of existing

fallbacks, statutory requirements or otherwise may also result in a

reduction in the value of certain instruments held by the Fund or a

reduction in the effectiveness of related Fund transactions such as

hedges. In addition, an instrument’s transition to a replacement rate

could result in variations in the reported yields of the Fund that holds

such instrument. Any such effects of the transition away from LIBOR, as

well as other unforeseen effects, could result in losses to the Fund.

Derivatives Risk

The use of derivative and other similar instruments

(referred to collectively as “derivatives”) involves risks different from,

and possibly greater than, the risks associated with investing directly in

securities and other traditional investments. Derivatives are subject to a

number of risks, such as liquidity risk (which may be heightened for

highly-customized derivatives), interest rate risk, market risk, leverage

risk, counterparty (including credit) risk, operational risk, legal risk, tax

risk and management risk, as well as risks arising from changes in

applicable requirements, risks arising from margin requirements and

risks arising from mispricing or valuation complexity. They also involve

the risk of unfavorable or ambiguous documentation and the risk that

changes in the value of the derivative may not correlate perfectly with

the underlying asset, rate or index. If the Fund invests in a derivative

instrument, it could lose more than the principal amount invested and

derivatives may increase the volatility of the Fund, especially in unusual

or extreme market conditions. The Fund may be required to hold

additional cash or sell other investments in order to obtain cash to close

out a position and changes in the value of a derivative may also create

margin delivery or settlement payment obligations for the Fund. Also,

suitable derivative transactions may not be available in all circumstances

and there can be no assurance that the Fund will engage in these

transactions to reduce exposure to other risks when that would be

beneficial. The Fund’s use of derivatives may increase or accelerate the

amount of taxes payable by Common Shareholders. Participation in the

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Prospectus

markets for derivative instruments involves investment risks and

transaction costs to which the Fund may not be subject absent the use

of these strategies.

Non-centrally-cleared over-the-counter (“OTC”) derivatives are also

subject to the risk that a counterparty to the transaction will not fulfill

its contractual obligations to the other party, as many of the protections

afforded to centrally-cleared derivatives might not be available for

non-centrally-cleared OTC derivatives transactions. For derivatives

traded on an exchange or through a central counterparty, credit risk

resides with the Fund’s clearing broker or the clearinghouse itself.

It may not be possible for the Fund to modify, terminate, or offset the

Fund’s obligations or the Fund’s exposure to the risks associated with a

derivative transaction prior to its scheduled termination or maturity

date, which may create a possibility of increased volatility and/or

decreased liquidity to the Fund. Hedges are sometimes subject to

imperfect matching between the derivative and the underlying

instrument, and there can be no assurance that the Fund’s hedging

transactions will be effective.

Because the markets for certain derivative instruments (including

markets located in foreign countries) are relatively new and still

developing, appropriate derivative transactions may not be available in

all circumstances for risk management or other purposes. Upon the

expiration of a particular contract, the Fund may wish to retain the

Fund’s position in the derivative instrument by entering into a similar

contract, but may be unable to do so if the counterparty to the original

contract is unwilling to enter into the new contract and no other

appropriate counterparty can be found. When such markets are

unavailable, the Fund will be subject to increased liquidity and

investment risk.

When a derivative is used as a hedge against a position that the Fund

holds, any loss generated by the derivative generally should be

substantially offset by gains on the hedged investment, and vice versa.

The regulation of the derivatives markets has increased over the past

several years, and additional future regulation of the derivatives markets

may make derivatives more costly, may limit the availability or reduce

the liquidity of derivatives or may otherwise adversely affect the value or

performance of derivatives. Any such adverse future developments could

impair the effectiveness or raise the costs of the Fund’s derivative

transactions, impede the employment of the Fund's derivatives

strategies, or adversely affect the Fund's performance and cause the

Fund to lose value.

Leverage Risk

The Fund may use leverage in connection with its

investments. Leverage may result in greater volatility of the NAV of, and

distributions on, the Common Shares because changes in the value of

the Fund’s portfolio investments, including investments purchased with

the proceeds from Borrowings or the issuance of Preferred Shares are

borne entirely by holders of Common Shares.

Additional Risks Relating to the Fund’s Preferred

Shares.

Because the Fund has issued Preferred Shares, it is required to

satisfy certain asset coverage requirements, including those imposed by

regulatory and rating agency requirements. Accordingly, any decline in

the net asset value of the Fund’s investments could result in the risk that

the Fund will fail to meet its asset coverage requirements for such

Preferred Shares or the risk of the Preferred Shares being downgraded

by a rating agency. In an extreme case, the Fund’s current investment

income might not be sufficient to meet the dividend requirements on

any Preferred Shares outstanding. In order to address these types of

events, the Fund might need to liquidate investments in order to fund a

redemption of some or all of its Preferred Shares. Liquidations at times

of adverse economic conditions may result in a loss to the Fund. At

other times, these liquidations may result in gain at the Fund level and

thus in additional taxable distributions to Common Shareholders. See

“Certain U.S. Federal Income Tax Considerations” for more information.

Preferred Shares have seniority over the Fund’s Common Shares.

The Fund pays (and the Common Shareholders bear) all costs and

expenses relating to the issuance and ongoing maintenance of

Preferred Shares. In addition, holders of Preferred Shares issued by the

Fund have complete priority over Common Shareholders in the

distribution of the Fund’s assets. Furthermore, Preferred Shareholders,

voting separately as a single class, have the right to elect two members

of the Board at all times and to elect a majority of the trustees in the

event two full years’ dividends on the Preferred Shares are unpaid, and

also have separate class voting rights on certain matters. Accordingly,

Preferred Shareholders may have interests that differ from those of

Common Shareholders, and may at times have disproportionate

influence over the Fund’s affairs

Potential Conflicts of Interest Risk– Allocation of

Investment Opportunities.

The Investment Manager and its

affiliates are involved worldwide with a broad spectrum of financial

services and asset management activities and may engage in the

ordinary course of business in activities in which their interests or the

interests of their clients may conflict with those of the Fund. The

Investment Manager may provide investment management services to

other funds and discretionary managed accounts that follow an

investment program similar to that of the Fund. Subject to the

requirements of the 1940 Act, the Investment Manager intends to

engage in such activities and may receive compensation from third

parties for its services. The results of the Fund’s investment activities

may differ from those of the Fund’s affiliates, or another account

managed by the Fund’s affiliates, and it is possible that the Fund could

sustain losses during periods in which one or more of the Fund’s

affiliates and/or other accounts managed by the Investment Manager or

its affiliates, including proprietary accounts, achieve profits on their

trading.

Geopolitical Conflicts.

The occurrence of geopolitical conflicts,

war or terrorist activities could have adverse impacts on markets in

various and unpredictable ways. For example, following Russia’s

large-scale invasion of Ukraine in February 2022, Russia, and other

countries, persons and entities that were viewed as having provided

material aid to Russia’s aggression against Ukraine, became the subject

of economic sanctions and import and export controls imposed by

countries throughout the world, including the United States. Such

measures have had and may continue to have an adverse effect on the

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

Russian, Belarusian and other securities and economies. The extent,

duration and impact of geopolitical conflicts and related market impacts

are difficult to ascertain, but could be significant and could have

significant adverse effects on regional and global economies and the

markets for certain securities and commodities, such as oil and natural

gas, as well as other sectors, and on the Fund's investments.

Cyber Security Risk.

As the use of technology, including

cloud-based technology, has become more prevalent in the course of

business, the Fund is potentially more susceptible to operational and

information security risks resulting from breaches in cyber security. A

breach in cyber security refers to both intentional and unintentional

cyber events from outside threat actors or internal resources that may,

among other things, cause the Fund to lose proprietary information,

suffer data corruption and/or destruction, lose operational capacity,

result in the unauthorized release or other misuse of confidential

information, or otherwise disrupt normal business operations. Cyber

security breaches may involve unauthorized access to the Fund’s digital

information systems (e.g., through “hacking” or malicious software

coding), and may come from multiple sources, including outside attacks

such as denial-of-service attacks (i.e., efforts to make network services

unavailable to intended users) or cyber extortion, including exfiltration

of data held for ransom and/or “ransomware” attacks that renders

systems inoperable until ransom is paid, or insider actions (e.g.,

intentionally or unintentionally harmful acts of PIMCO personnel). In

addition, cyber security breaches involving the Fund’s third party service

providers (including but not limited to advisers, sub-advisers,

administrators, transfer agents, custodians, vendors, suppliers,

distributors and other third parties), trading counterparties or issuers in

which the Fund invests can also subject the Fund to many of the same

risks associated with direct cyber security breaches or extortion of

company data. PIMCO's use of cloud-based service providers could

heighten or change these risks. In addition, work-from-home

arrangements by the Fund, the Investment Manager or their service

providers could increase all of the above risks, create additional data

and information accessibility concerns, and make the Fund, the

Investment Manager or their service providers susceptible to operational

disruptions, any of which could adversely impact their operations.

Cyber security failures or breaches may result in financial losses to the

Fund and its shareholders. For example, cyber security failures or

breaches involving trading counterparties or issuers in which the Fund

invests could adversely impact such counterparties or issuers and cause

the Fund’s investment to lose value. These failures or breaches may also

result in disruptions to business operations, potentially resulting in

financial losses; interference with the Fund’s ability to calculate its NAV,

process shareholder transactions or otherwise transact business with

shareholders; impediments to trading; violations of applicable privacy

and other laws; regulatory fines; penalties; third-party claims in

litigation; reputational damage; reimbursement or other compensation

costs; additional compliance and cyber security risk management costs

and other adverse consequences. In addition, substantial costs may be

incurred in order to prevent any cyber incidents in the future.

Like with operational risk in general, the Fund has established business

continuity plans and risk management systems designed to reduce the

risks associated with cyber security. However, there are inherent

limitations in these plans and systems, including that certain risks may

not have been identified, in large part because different or unknown

threats may emerge in the future. As such, there is no guarantee that

such efforts will succeed, especially because the Fund does not directly

control the cyber security systems of issuers in which the Fund may

invest, trading counterparties or third-party service providers to the

Fund. Such entities have experienced cyber attacks and other attempts

to gain unauthorized access to systems from time to time, and there is

no guarantee that efforts to prevent or mitigate the effects of such

attacks or other attempts to gain unauthorized access will be successful.

There is also a risk that cyber security breaches may not be detected. The

Fund and its shareholders may suffer losses as a result of a cyber

security breach related to the Fund, its service providers, trading

counterparties or the issuers in which the Fund invests.

Non-U.S. Investment Risks

The Fund may invest in real estate

located outside of the United States and real estate debt issued in,

and/or backed by real estate in, countries outside the United States.

Non-U.S. real estate and real estate-related investments involve certain

factors not typically associated with investing in real estate and real

estate-related investments in the U.S., including risks relating to (i)

currency exchange matters; (ii) differences in conventions relating to

documentation, settlement, corporate actions, stakeholder rights and

other matters; (iii) differences between U.S. and non-U.S. real estate

markets, including potential price volatility in and relative illiquidity of

some non-U.S. markets; (iv) the absence of uniform accounting, auditing

and financial reporting standards, practices and disclosure requirements

and differences in government supervision and regulation; (v) certain

economic, social and political risks; (vi) the possible imposition of

non-U.S. taxes on income and gains and gross sales or other proceeds

recognized with respect to such investments; (vii) differing and

potentially less well-developed or well-tested corporate laws regarding

stakeholder rights, creditors’ rights (including the rights of secured

parties), fiduciary duties and the protection of investors; (viii) different

laws and regulations including differences in the legal and regulatory

environment or enhanced legal and regulatory compliance; (ix) political

hostility to investments by foreign investors; (x) less publicly available

information; (xi) obtaining or enforcing a court judgement abroad; (xii)

restrictions on foreign investment in other jurisdictions; and (xiii)

difficulties in effecting repatriation of capital.

Property Manager Risk

The Investment Manager will hire

property managers to manage the Fund’s properties and leasing agents

to lease vacancies in the Fund’s properties. These property managers

may be the Fund’s affiliates or partners in joint ventures that the Fund

enters into. The property managers have significant decision-making

authority with respect to the management of the Fund’s properties. The

Fund’s ability to direct and control how the Fund’s properties are

managed on a day-to-day basis may be limited because the Fund

engages other parties to perform this function. Thus, the success of the

Fund’s business may depend in large part on the ability of the Fund’s

property managers to manage the day-to-day operations and the ability

14 Prospectus

| Interval Funds

Prospectus

of the Fund’s leasing agents to lease vacancies in the Fund’s properties.

To the extent permitted by the Investment Company Act, such property

managers may also be affiliated with PIMCO, which could result in

conflicts of interest. Any adversity experienced by, or problems in the

Fund’s relationship with, property managers or leasing agents could

adversely impact the operation and profitability of the Fund’s

investments.

Privacy and Data Security Risk.

The Gramm-Leach Bliley Act

(“GLBA”) and other laws limit the disclosure of certain non-public

personal information about a consumer to non- affiliated third parties

and require financial institutions to disclose certain privacy policies and

practices with respect to information sharing with both affiliates and

non- affiliated third parties. Many states and a number of

non-U.S. jurisdictions have enacted privacy and data security laws

requiring safeguards on the privacy and security of consumers’

personally identifiable information. Other laws deal with obligations to

safeguard and dispose of private information in a manner designed to

avoid its dissemination. Privacy rules adopted by the U.S. Federal Trade

Commission and SEC implement GLBA and other requirements and

govern the disclosure of consumer financial information by certain

financial institutions, ranging from banks to private investment funds.

U.S. platforms following certain models generally are required to have

privacy policies that conform to these GLBA and other requirements. In

addition, such platforms typically have policies and procedures intended

to maintain platform participants’ personal information securely and

dispose of it properly. The Fund generally does not intend to obtain or

hold borrowers’ non-public personal information, and the Fund has

implemented procedures reasonably designed to prevent the disclosure

of borrowers’ non-public personal information to the Fund. However,

service providers to the Fund, including their custodians and the

platforms acting as loan servicers for the Fund, may obtain, hold or

process such information. The Fund cannot guarantee the security of

non-public personal information in the possession of such a service

provider and cannot guarantee that service providers have been and will

continue to comply with the GLBA, other data security and privacy laws

and any other related regulatory requirements. Violations of the GLBA

and other laws could subject the Fund to litigation and/or fines,

penalties or other regulatory action, which, individually or in the

aggregate, could have an adverse effect on the Fund. The Fund may also

face regulations related to privacy and data security in the other

jurisdictions in which the Fund invests.

Regulatory Changes Risk.

Financial entities, such as investment

companies and investment advisers, are generally subject to extensive

government regulation and intervention. Government regulation and/or

intervention may change the way the Fund is regulated, affect the

expenses incurred directly by the Fund and the value of its investments,

and limit and/or preclude the Fund’s ability to achieve its investment

objectives. Government regulation may change frequently and may have

significant adverse consequences. The Fund and the Investment

Manager have historically been eligible for exemptions from certain

regulations. However, there is no assurance that the Fund and the

Investment Manager will continue to be eligible for such exemptions.

Actions by government entities may also impact certain instruments in

which the Fund invests and reduce market liquidity and resiliency.

Moreover, government regulation may have unpredictable and

unintended effects. Legislative or regulatory actions to address

perceived liquidity or other issues in fixed income markets generally, or

in particular markets such as the municipal securities market, may alter

or impair the Fund’s ability to pursue its investment objectives or utilize

certain investment strategies and techniques.

While there continues to be uncertainty about the full impact of these

and other regulatory changes, it is the case that the Fund will be subject

to a more complex regulatory framework, and may incur additional

costs to comply with new requirements as well as to monitor for

compliance in the future. Actions by governmental entities may also

impact certain instruments in which the Fund invests and reduce market

liquidity and resiliency. For example, the Fund’s investments (including,

but not limited to, repurchase agreements, collateralized loan

obligations and mortgage-backed securities), payment obligations and

financing terms may rely in some fashion on LIBOR. For more

information related to the LIBOR transition, see “Principal Risks of the

Fund - Regulatory Risk - LIBOR.”

Risk Retention Investment Risk

. The Fund may invest in risk

retention tranches of CMBS or other eligible securitizations, if any (“risk

retention tranches”), which are eligible residual interests held by the

sponsors of such securitizations pursuant to the final rules

implementing the credit risk retention requirements of Section 941 of

the Dodd-Frank Act (the “U.S. Risk Retention Rules”). In the case of

CMBS transactions, for example, the U.S. Risk Retention Rules permit all

or a portion of the retained credit risk associated with certain

securitizations (i.e., retained risk) to be held by a “third party

purchaser,” such as the Fund, if, among other requirements, the

third-party purchaser holds its retained interest, unhedged, for at least

five years following the closing of the CMBS transaction, after which it is

entitled to transfer its interest in the securitization to another person

that meets the requirements for a third-party purchaser. Even after the

required holding period has expired, due to the generally illiquid nature

of such investments, no assurance can be given as to what, if any, exit

strategies will ultimately be available for any given position.

In addition, there is limited guidance on the application of the final

U.S. Risk Retention Rules to specific securitization structures. There can

be no assurance that the applicable federal agencies charged with the

implementation of the final U.S. Risk Retention Rules (the Federal

Deposit Insurance Corporation, the Comptroller of the Currency, the

Federal Reserve Board, the SEC, the Department of Housing and Urban

Development, and the Federal Housing Finance Agency) could not take

positions in the future that differ from the interpretation of such rules

taken or embodied in such securitizations, or that the final U.S. Risk

Retention Rules will not change.

Furthermore, in situations where the Fund invests in risk retention

tranches of securitizations structured by third parties, the Fund may be

required to execute one or more letters or other agreements, the exact

form and nature of which will vary (each, a “Risk Retention

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

Agreement”) under which it will make certain undertakings designed to

ensure such securitization complies with the final U.S. Risk Retention

Rules. Such Risk Retention Agreements may include a variety of

representations, warranties, covenants and other indemnities, each of

which may run to various transaction parties. If the Fund breaches any

undertakings in any Risk Retention Agreement, it will be exposed to

claims by the other parties thereto, including for any losses incurred as a

result of such breach, which could be significant and exceed the value of

the Fund’s investments.

Certain Affiliations.

Certain broker-dealers may be considered to

be affiliated persons of the Fund and/or the Investment Manager due to

their possible affiliations with Allianz SE, the ultimate parent of the

Investment Manager, or another Allianz entity. Allianz Asset

Management of America LP merged with Allianz Asset Management

LLC (“Allianz Asset Management”), with the latter being the surviving

entity, effective January 1, 2023. Following the merger, Allianz Asset

Management is PIMCO LLC’s managing member and direct parent

entity. Absent an exemption from the SEC or other regulatory relief, the

Fund is generally precluded from effecting certain principal transactions

with affiliated brokers, and its ability to purchase securities being

underwritten by an affiliated broker or a syndicate including an affiliated

broker, or to utilize affiliated brokers for agency transactions, is subject

to restrictions. This could limit the Fund’s ability to engage in securities

transactions and take advantage of market opportunities.

Risk of Investing in Private Real Estate Investment

Funds.

To the extent the Fund invests in private real estate investment

funds, the Investment Manager will have limited or no control over the

investment decisions made by any such private real estate investment

funds. Investments in private real estate investment funds are illiquid, as

interests are not listed for trading on any securities exchange and there

is little to no secondary market for trading such investments. In addition,

the Investment Manager’s ability to withdraw an investment or allocate

away from the private real estate investment funds, may be constrained

by limitations imposed by the private real estate investment funds. The

illiquid nature of private fund investments may prevent the Fund from

actively managing its portfolio away from underperforming private real

estate investment funds or in uncertain markets.

Under the terms of the limited partnership agreements or limited

liability company operating agreements, as applicable, of many of the

private real estate investment funds in which the Fund may invest, the

Fund will make commitments to make capital contributions in specified

maximum amounts to such private real estate investment funds (each, a

“Capital Contribution”) based on notices provided by the private real

estate investment funds (each, a “Capital Call”). These Capital

Contributions will be made from time to time generally on an as-needed

basis rather than upfront. The Capital Contributions would be used by

the applicable private real estate investment funds to pay specified

expenses of the private real estate investment funds and to make

investments in a manner consistent with the investment strategy or

guidelines established by the applicable private real estate investment

funds. As a result, the Fund, as an investor in a private real estate

investment fund, may be required to make a Capital Contribution to

such private real estate investment fund without the benefit of an

extensive notice period after a Capital Call and without regard to the

Fund’s current financial condition and availability of cash to make such

Capital Contribution.

The limited partnership agreement or limited liability company operating

agreement, as applicable, of the applicable private real estate

investment funds may contain detailed provisions regarding the failure

of an investor in such private real estate investment funds to honor its

Capital Contribution obligation. The consequences that may be imposed

upon a defaulting investor in such private real estate investment funds

include interest on overdue amounts, a loss of voting rights in the

private real estate investment funds as long as the default is continuing,

and (in many cases) a forced sale or forfeiture of the defaulting

investor’s interest in the private real estate investment funds in favor of

the other investors in such private real estate investment funds.

The private real estate investment funds will not be registered as

investment companies under the 1940 Act and, therefore, the Fund will

not be able to avail itself of the protections of the 1940 Act with respect

to the private real estate investment funds, including certain corporate

governance protections, such as the requirement to have a majority

Independent Directors serving on the board, statutory protections

against self-dealings and joint transactions by the institutional asset

managers and their affiliates, and leverage limitations. Furthermore,

some of the institutional asset managers for the private real estate

investment funds may not be registered under the Investment Advisers

Act of 1940, as amended (the “Advisers Act”), meaning that the Fund

will not be able to rely on the statutory protections of the Advisers Act.

The valuation of the Fund’s investments in private real estate investment

funds will be determined by the institutional asset managers of those

private real estate investment funds, which valuation may not be

accurate or reliable. While the valuation of the Fund’s publicly traded

securities are more readily ascertainable, the Fund’s ownership interests

in private real estate investment funds are not publicly traded and the

Fund will depend on appraisers, service providers, and the institutional

asset manager to a private real estate investment fund to provide a

valuation, or assistance with a valuation, of those investments. Any such

valuation is a subjective analysis of the fair market value of an asset and

requires the use of techniques that are costly and time-consuming and

ultimately provide no more than an estimate of value. Moreover, the

valuation of the Fund’s investment in a private real estate investment

funds, as provided by an institutional asset manager for its assets as of

a specific date, may vary from the actual sales price of its assets or any

secondary market value price for the underlying fund’s interest, if such

investments were sold to a third party.

Risks Related to the Fund’s REIT Status

The Fund expects to

operate so as to qualify as a REIT under the Code. However,

qualification as a REIT involves the application of highly technical and

complex Code provisions for which only a limited number of judicial or

administrative interpretations exist. Notwithstanding the availability of

cure provisions in the Code, various compliance requirements could be

failed and could jeopardize the Fund’s REIT status.

16 Prospectus

| Interval Funds

Prospectus

Tax Risks of Investing in the Fund

Even if the Fund qualifies

and maintains its status as a REIT, it may become subject to U.S. federal

income taxes and related state and local taxes. To qualify as a REIT, the

Fund generally must distribute annually to the Fund’s Common

Shareholders a minimum of 90% of the Fund’s net taxable income,

determined without regard to the dividends-paid deduction and

excluding net capital gains. If the Fund does not have sufficient cash to

make distributions necessary to preserve the Fund’s REIT status for any

year or to avoid taxation, the Fund may be forced to borrow funds or

sell assets even if the market conditions at that time are not favorable

for these borrowings or sales. These options could increase the Fund’s

costs or reduce the Fund’s equity.

Key Features of a REIT

The Fund has elected to be taxed as a REIT beginning with the Fund’s

taxable year ended December 31, 2022. In general, a REIT is a company

that:

■

acquires or provides financing for real estate assets;

■

offers the benefits of a professionally managed real estate

portfolio;

■

satisfies the various requirements of the Code, including a

requirement to distribute at least 90% of its REIT taxable income

each year to its shareholders; and

■

is generally not subject to U.S. federal corporate income taxes on

its net taxable income that it currently distributes to its

shareholders, which substantially eliminates the “double

taxation” (i.e., taxation at both the corporate and shareholder

levels) that generally results from investments in a C corporation.

Limitation on Ownership Level

The Fund’s Declaration of Trust contains restrictions on the number of

shares any one person or group may own. Specifically, the Fund’s

Declaration of Trust will not permit any person or group to own more

than 9.8% in value or number of shares, whichever is more restrictive, of

the Fund’s outstanding Common Shares or of the Fund’s outstanding

capital stock of all classes or series, and attempts to acquire the Fund’s

Common Shares or the Fund’s capital stock of all other classes or series

in excess of these 9.8% limits would not be effective without an

exemption from these limits (prospectively or retroactively) by the

Board. These limits may be further reduced if the Board waives these

limits for certain holders. These restrictions are designed, among other

purposes, to enable the Fund to comply with ownership restrictions

imposed on REITs by the Code. Attempted acquisitions in excess of the

restrictions described above will, pursuant to the Declaration of Trust, be

void from the outset.

U.S. Federal Income Tax Considerations

The Fund has elected and expects to qualify to be taxed as a REIT.

The Fund’s qualification and taxation as a REIT depend upon the Fund’s

ability to meet on a continuing basis, through actual operating results,

certain qualification tests set forth in the U.S. federal tax laws. Those

qualification tests involve the percentage of income that the Fund earns

from specified sources, the percentage of the Fund’s assets that falls

within specified categories, the diversity of the ownership of the Fund’s

shares, and the percentage of the Fund’s taxable income that the Fund

distributes. See “Certain U.S. Federal Income Tax Considerations.” No

assurance can be given that the Fund will in fact satisfy such

requirements for any taxable year.

If the Fund qualifies as a REIT, the Fund generally will be allowed to

deduct dividends paid to Common Shareholders and, as a result, the

Fund generally will not be subject to U.S. federal income tax on that

portion of the Fund’s ordinary income and net capital gain that the Fund

annually distributes to Common Shareholders, as long as the Fund

meets the minimum distribution requirements under the Code. The Fund

intends to make distributions to Common Shareholders on a regular

basis as necessary to avoid material U.S. federal income tax and to

comply with the REIT distribution requirements. See “Certain

U.S. Federal Income Tax Considerations.”

In the case of certain U.S. Common Shareholders, the Fund expects IRS

Form 1099-DIV tax information, if required, to be sent to Common

Shareholders following the end of each year.

February 20, 2025 |

Prospectus

PIMCO Flexible Real Estate Income Fund

Summary of Fund Expenses

This table is intended to assist investors in understanding the various

costs and expenses directly or indirectly associated with investing in the

Fund. You may qualify for sales charge discounts on Class A-4 Common

Shares of the Fund if you and your family invest, or agree to invest in the

future, in a certain amount of Class A-3 and/or Class A-4 common

shares of the Fund (to the extent available) or other eligible closed-end

interval funds that are sponsored by PIMCO. More information about

these and other discounts is available in the “Plan of Distribution-Share

Classes” section on page 61 of this prospectus or from your financial

advisor.

Shareholder Transaction Expenses (fees paid directly from

your investment):

	Inst Class	Class A-3	Class A-4	Class F
Maximum Initial Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None (1)	None (1)	3.00% (2)	None (1)
Maximum Early Withdrawal Charge (Load) (as a percentage of the lower of the original purchase price or repurchase price)	None	None	1.00%	1.70%

While neither the Fund nor the Distributor impose an initial sales charge, if you buy

Institutional Class, Class A-3 or Class F Common Shares through certain financial firms,

they may directly charge you transaction or other fees in such amount as they may

determine. Please consult your financial firm for additional information.

Although the Fund is permitted to charge a maximum sales charge of 3.00%, the Fund

has elected to currently charge a maximum sales charge of 2.00%. See “Plan of

Distribution - Purchasing Shares - Reductions and Waivers of Initial Sales Charges and

EWCs” - Class A-4 Common Shares in this prospectus for more information on sales

charge waivers and discounts.

Annual Fund Operating Expenses (

as a percentage

of net assets attributable to Common Shares

(reflecting leverage attributable to Preferred

Shares and reverse repurchase agreements)):

	Inst Class	Class A-3	Class A-4	Class F
Advisory Fees	1.25%	1.25%	1.25%	1.25%
Administrative Fees	0.50%	0.50%	0.50%	0.50%
Distribution and/or Service (12b-1) Fees	N/A	0.75%	0.75%	N/A
Interest Payments on Borrowed Funds (1)(2)	2.80%	2.80%	2.80%	2.80%
Dividend and Other Costs on Preferred Shares (1)(3)	0.03%	0.03%	0.03%	0.03%
Property-Level Expenses (4)	N/A	N/A	N/A	N/A
Other Expenses	0.80%	0.80%	0.80%	0.80%
Total Annual Fund Operating Expenses	5.38%	6.13%	6.13%	5.38%
Fee Waiver and/or Expense Reimbursement (5)	(0.69)%	(0.69)%	(0.69)%	(0.69)%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement	4.69%	5.44%	5.44%	4.69%

“Interest Payments on Borrowed Funds” and “Dividends and Other Costs on Preferred

Shares” are borne by the Fund separately from the advisory and administrative fees

paid to PIMCO. Excluding such expenses, estimated Total Annual Fund Operating

Expenses After Fee Waiver and/or Expense Reimbursement are 1.86% for Institutional

Class and Class F shares and 2.61% for Class A-3 and Class A-4 shares.

“Interest Payments on Borrowed Funds” reflects the Fund’s use of leverage averaged

over the period ended December 31, 2023 in an amount equal to 43.20% of the

Fund's average net assets (including assets attributable to such leverage) at an interest

rate of 6.26%. The actual amount of leverage used and borrowing expenses borne by

the Fund will vary over time in accordance with the level of the Fund's use of secured

credit facilities from certain financial institutions and/or other forms of borrowings and

variations in market interest rates. Borrowing expense is required to be treated as an

expense of the Fund for accounting purposes. Any associated income or gains (or

losses) realized from leverage obtained through such instruments is not reflected in the

Annual Fund Operating Expenses table above, but would be reflected in the Fund's

performance result.

“Dividend and Other Costs on Preferred Shares” reflects the Fund’s issuance of

Preferred Shares in an amount equal to 0.28% of the Fund's average net assets, at an

estimated annual dividend cost to the Fund of 12.00%. See “Description of Capital

Structure and Shares.” Dividend and Other Costs on Preferred Shares are borne directly

by the Fund and will be reflected in the Fund's financial statements.

“Property-Level Expenses” represents estimated fees and expenses related to property

management, disposition expenses, any other expenses related to investments in real

property by the Fund’s consolidated subsidiaries. In addition, the Fund also expects

that its unconsolidated operating entities will incur property management, disposition

and other expenses related to investments in real property, the costs of which will be

indirectly borne by Common Shareholders. The Fund’s real estate operating

subsidiaries have and expect in the future to hire affiliated or unaffiliated property

managers or other service providers (who could also be joint venture partners for an

investment) at prevailing market rates to perform management and specialized

services for the Fund’s commercial real estate (“CRE”) investments.

PIMCO has contractually agreed (the “Expense Limitation Agreement”), through

May 1, 2026, to waive its supervisory and administrative fee, or reimburse the Fund, to

the extent that organizational expenses (including any initial offering expenses), the

payment of expenses associated with obtaining or maintaining a Legal Entity Identifier

(“LEI”) and/or payment of the Fund’s pro rata Trustees’ fees (the “Specified Expenses”)

in any fiscal year exceed 0.07% of the Fund’s average daily net assets (the “Expense

Limit”). Under the Expense Limitation Agreement, if, in any month during which the

Administration Agreement is in effect, the estimated annualized Specified Expenses of

the Fund for that month are less than the Expense Limit, PIMCO shall be entitled to

reimbursement by the Fund of any Supervisory and Administrative Fees waived or

reduced pursuant to the Expense Limitation Agreement (the “Reimbursement

Amount”) during the previous thirty-six (36) months, to the extent that the Fund’s

annualized Specified Expenses plus the amount so reimbursed does not exceed, for

such month, the Expense Limit (or the expense limit in place at the time the amount

being recouped was originally waived if lower than the Expense Limit) or any future

expense limitation that may be in place, provided that such amount paid to PIMCO will

in no event exceed the total Reimbursement Amount and will not include any amounts

previously reimbursed to PIMCO. The Expense Limitation Agreement shall

automatically renew for one-year terms unless PIMCO provides written notice to the

Fund of the termination of the Expense Limitation Agreement, which notice shall be

received by the Fund at least 30 days prior to the end of the then-current term. In

addition, the Expense Limitation Agreement shall terminate upon termination of the

Administration Agreement, or it may be terminated by the Fund, without payment of

any penalty, upon ninety (90) days’ prior written notice to PIMCO at its principal place

of business.

Example

As required by relevant SEC regulations, the following example

illustrates the expenses (including any applicable sales charge) that you

would pay on a $1,000 investment in the Common Shares, assuming a

5% annual return

(1)

If you redeem your shares at the end of each period:

Interval Funds |

Prospectus

	1 Year	3 Years	5 Years	10 Years
Institutional Class	$47	$154	$261	$524
Class A-3	$54	$175	$293	$576
Class A-4	$93	$200	$314	$589
Class F	$64	$154	$261	$524

If you do not redeem your shares:

	1 Year	3 Years	5 Years	10 Years
Class A-4	$83	$200	$314	$589
Class F	$47	$154	$261	$524

The example above should not be considered a representation of future

expenses. Actual expenses may be higher or lower than those shown

. The

example assumes that the estimated Interest Payments on Borrowed Funds and Other

Expenses set forth in the Annual Fund Operating Expenses table are accurate, that the

Total Annual Fund Operating Expenses (as described above) remain the same for all

time periods shown and that all dividends and distributions are reinvested at NAV.

Actual expenses may be greater or less than those assumed. Moreover, the Fund’s

actual rate of return may be greater or less than the hypothetical 5% annual return

shown in the example. In addition to the fees and expenses described above, you may

also be required to pay transaction or other fees on purchases of Common Shares of

the Fund,

which

are not reflected in the example.

February 20, 2025 |

Prospectus

Interval Funds

Financial Highlights

The financial highlights table set forth below is intended to help you understand the Fund's recent financial performance. Information shown reflects

performance of the Fund's Institutional Class Common Shares. Because Class A-3, Class A-4 and Class F had not commenced operations during the

periods shown, financial performance information is not provided for Class A-3, Class A-4 and Class F. The information in the table below is for the

fiscal period ended June 30, 2024, and the Fund's June 30, 2024 semi-annual report is incorporated by reference into this Prospectus. Information for

the fiscal period ended December 31, 2023 is audited by PricewaterhouseCoopers LLP (“PWC”), whose report on such financial statements is

contained in the Fund's December 31, 2023 annual report and is incorporated by reference into the Statement of Additional Information.

		Investment Operations		Less Distributions to Preferred Shares (c)			Less Distributions to Common Shareholders (d)

Selected Per Share Data for the Year or Period Ended^:	Net Asset Value Beginning of Year or Period (a)	Net Investment Income (Loss) (b)	Net Realized/ Unrealized Gain(Loss)	From Net Investment Income	From Net Realized Capital Gains(Loss)	Net Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting from Operations	From Net Investment Income	From Net Realized Capital Gains	Total
Institutional Class
01/01/2024 – 06/30/2024+	$ 10.39	$ 0.39	$ 0.10	$ 0.00	$ 0.00	$ 0.49	$ (0.38)	$ 0.00	$ (0.38)
12/31/2023	10.06	0.83	0.19	0.00	0.00	1.02	(0.69)	0.00	(0.69)
11/17/2022 - 12/31/2022	10.00	0.06	0.04	0.00	0.00	0.10	(0.04)	0.00	(0.04)

A zero balance may reflect actual amounts rounding to less than $0.01 or 0.01%.

Unaudited

Annualized, except for organizational expense, if any.

(a)

Includes adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere by the Fund.

(b)

Per share amounts based on average number of common shares outstanding during the year or period.

(c)

Preferred Shareholders. See Note 13, Preferred Shares, in the Notes to Financial Statements for more information.

(d)

The tax characterization of distributions is determined in accordance with Federal income tax regulations. See Note 2, Distributions — Common Shares, in the Notes to Financial

Statements for more information.

(e)

Includes adjustments required by U.S. GAAP and may differ from net asset values and performance reported elsewhere by the Fund. Additionally, excludes initial sales charges.

(f)

Calculated on the basis of income and expenses applicable to both common and preferred shares relative to the average net assets of common shareholders. The expense ratio and net

investment income do not reflect the effects of dividend payments to preferred shareholders.

(g)

Ratio includes interest expense which primarily relates to participation in borrowing and financing transactions. See Note 5, Borrowings and Other Financing Transactions, in the Notes

to Financial Statements for more information.

(h)

Certain organizational costs were incurred prior to the commencement of operations and reflected in the financial statements accompanying the initial registration statement. If the

Fund had incurred all organization and trustee related expenses in the current period, the ratio of expenses to average net assets excluding waivers and ratio of expenses to average

net assets excluding interest expense and waivers would have been 9.32% and 8.04% respectively.

20 Prospectus

| Interval Funds

Prospectus

		Ratios/Supplemental Data
			Ratios to Average Net Assets Applicable to Common Shareholders (f)
Net Asset Value End of Year or Period (a)	Total Investment Return (e)	Net Assets Applicable to Common Shareholders End of Year or Period (000s)	Expenses (g)	Expenses Excluding Waivers (g)	Expenses Excluding Interest Expense	Expenses Excluding Interest Expense and Waivers	Net Investment Income (Loss)	Portfolio Turnover Rate

$ 10.50	4.79 %	$ 169,227	2.88 %*	3.02 %*	1.88 %*	2.02 %*	7.45 %*	9 %
10.39	10.44 %	79,188	4.67 %	5.36 %	1.86 %	2.55 %	8.17 %	59 %
10.06	1.03	30,690	3.11 *	5.11 * (h)	1.82 *	3.83 * (h)	4.70 *	0

February 20, 2025 |

Prospectus

Interval Funds

Ratios/Supplemental Data

	Preferred Shares

Selected Per Share Data for the Year or Period Ended ^ :	Total Amount Outstanding	Asset Coverage per Preferred Share (1)	Involuntary Liquidating Preference per Preferred Share (2)	Average Market Value per Preferred Share (3)
1/1/2024 – 6/30/2024	$ 125,000	$ 1,354,816	$ 1,000	N/A
12/31/2023	125,000	634,505	1,000	N/A
11/17/2022 – 12/31/2022 +	N/A	N/A	N/A	N/A

A zero balance may reflect actual amounts rounding to less than $0.01 or 0.01%.

Unaudited.

“Asset Coverage per Preferred Share” means the ratio that the value of the total assets of the Fund, less all liabilities and indebtedness not represented by Preferred Shares, bears to

the aggregate of the involuntary liquidation preference of Preferred Shares, expressed as a dollar amount per Preferred Shares.

“Involuntary Liquidating Preference” means the amount to which a holder of Preferred Shares would be entitled upon the involuntary liquidation of the Fund in preference to the

Common Shareholders, expressed as a dollar amount per Preferred Share.

The liquidation value of the Preferred Shares represents their liquidation preference, which approximates fair value of the shares less any accumulated unpaid dividends. See Note 13,

Preferred Shares, in the notes to Financial Statements for more information.

22 Prospectus

| Interval Funds

Prospectus

The Fund

The Fund is a non-diversified, closed-end management investment

company registered under the 1940 Act. The Fund commenced

operations on November 17, 2022. The Fund continuously offers its

Common Shares and is operated as an “interval fund.” This prospectus

offers four classes of Common Shares: Institutional Class, Class A-3,

Class A-4 and Class F. The Fund was organized as a Delaware statutory

trust on November 23, 2021, pursuant to the Declaration of Trust, which

is governed by the laws of The State of Delaware. The Fund commenced

operations on November 17, 2022, in connection with its initial offering

of Institutional Class Common Shares. Class A-3 and Class A-4 Common

Shares have not commenced operations prior to the date of this

prospectus. The Fund’s principal office is located at 650 Newport Center

Drive, Newport Beach, CA 92660 and its telephone number is

844.312.2113.

Use of Proceeds

The Fund will invest the net proceeds of the offering in accordance with

its investment objectives and policies as stated below. It is currently

anticipated that the Fund will be able to invest all or substantially all of

the net proceeds according to its investment objectives and policies

within approximately three months after receipt of the proceeds,

depending on the amount and timing of proceeds available to the Fund

as well as the availability of investments consistent with the Fund’s

investment objectives and policies, and except to the extent proceeds

are held in cash to pay dividends or expenses, satisfy repurchase offers

or for temporary defensive purposes. Pending such investment, it is

anticipated that the proceeds will be invested in high yield securities

index futures contracts or similar derivative instruments designed to

give the Fund exposure to the securities and markets in which it intends

to invest while PIMCO selects specific investments.

Investment Objectives and Strategies

Investment Objectives

The Fund’s primary investment objective is to provide current income

with a secondary objective of long- term capital appreciation. There can

be no assurance that the Fund will achieve its investment objectives.

The Fund’s investment objectives are not fundamental and may be

changed by the Board without the approval of the holders of a majority

of the outstanding Common Shares or Preferred Shares. The Fund is not

required to provide prior notice to shareholders of any change to its

investment objectives.

Principal Investment Strategies

The Fund’s investment strategy will be, under normal circumstances,

primarily to acquire stabilized, income-oriented commercial real estate

and debt secured by CRE. Under normal circumstances, the Fund’s

portfolio is expected to be principally comprised of properties, and debt

secured by properties, primarily located in the United States but may

also be diversified on a global basis through investments in properties

and debt secured by properties outside of the United States. To a lesser

extent, and subject to the investment limitations described herein, the

Fund also may invest in real estate-related securities.

The Fund invests, under normal circumstances, at least 80% of its net

assets (plus the amount of its borrowings for investment purposes) in a

portfolio of real estate, including in the form of property investments

and debt interests, equity investments in real estate or real estate

related companies, real estate related loans or other real estate debt

investments and securities of real estate and real estate-related issuers

or real estate related companies. The Fund may also invest in private

real estate investment funds. The Fund’s investments in private real

estate funds will be in private real estate funds that invest primarily in

real estate debt and real estate equity investments of the types in which

the Fund may invest directly. Investments included in the Fund’s 80%

policy will be in an issuer that either invests 50% or more of its assets in

real estate or derives at least 50% of its revenue from real estate, or is

classified as a real estate company or an issuer engaged in the real

estate industry according to an independent classification system, such

as Standard Industrial Classification Codes or Global Industry

Classification Standard, which are each methods for assigning a

company to a specific economic sector and industry group that best

defines its business operations. For purposes of the Fund’s 80% policy,

the Fund values its derivative instruments based on their market value.

The Fund will not invest more than 15% of its assets in private funds

that rely on Section 3(c)(1) or 3(c)(7) of the Investment Company Act.

As a fundamental policy, the Fund will normally invest at least 25% of

its total assets (

i.e.,

concentrate) in real estate investments and

mortgage-related assets issued by government agencies or other

governmental entities or by private originators or issuers, which for

purposes of this investment restriction the Fund treats collectively as an

industry or group of industries (for purposes of this restriction,

investment companies are not considered to be part of any industry).

■

Location

. The Fund intends to invest principally in major markets

in the United States with the ability to selectively invest in other

regions that PIMCO believes offer attractive risk-adjusted returns

consistent with the objectives of the Fund.

■

Property Types

. The Fund may invest across various CRE

property types including, but not limited to residential, industrial,

and office, retail, hospitality, and select niche sectors. The

following is not an exhaustive list of asset classes or strategies

that the Fund may target, and the Fund may not target all (or any

one) of the following asset classes or strategies at any given time:

■

Residential

. Residential properties are generally defined as

having five or more dwelling units that are part of a single

complex and offered for rental use, and also include

single-family residential properties offered for rental use. This

may include apartment, student housing or senior living.

■

Industrial

. Industrial properties are generally categorized as

warehouse/distribution centers, research and development

facilities, flex space or manufacturing.

■

Office

. Office properties include conventional and other office

properties.

February 20, 2025 |

Prospectus

Interval Funds

■

Retail

. Retail properties consist of shopping and

entertainment properties, such as shopping malls, retail stores,

shopping centers, etc.

■

Hospitality

. Hospitality properties are generally defined as

hotels and lodging properties and can be further divided in

various sub-categories including (but not limited to) limited

service, full service, etc.

■

Select Niche Sectors

. Select niche sectors include

sub-segments of the real estate industry with purpose-built

properties, such as data centers, life sciences, medical office,

self-storage, etc.

The following sections further describe certain asset classes and

strategies that the Fund may target. The following is not an exhaustive

list of asset classes or strategies that the Fund may target, and the Fund

is not obligated to target all (or any one) of the following asset classes

or strategies.

■

Private CRE Equity Investments

: The Fund intends, under

normal circumstances, to invest in stabilized income-oriented

private CRE located in the United States. Stabilized

income-oriented real estate generally means that a property is

well leased to tenants (that is, the property has favorable

occupancy rates) and does not require material capital

improvements. However, the Fund may make investments in CRE

with other characteristics (such as properties that are not well

leased and generally require significant capital improvements,

restructuring and/or repositioning) or other geographies at

PIMCO’s discretion. The Fund may invest in various CRE property

types, including residential, industrial, office, retail, hospitality, and

certain niche sectors. The Fund’s exposure to any of the

aforementioned property types may change based on PIMCO’s

outlook. While PIMCO generally expects to arrange for third-party

property managers or joint venture partners to manage such

investments, the Fund, PIMCO and/or their respective affiliates (as

well as entities owned by or affiliated with any of the foregoing)

may also provide such services.

■

Private CRE Debt Investments

: The Fund’s investments may

include mortgage loans, mezzanine, preferred equity transitional