Item 3.02 Unregistered Sales of Equity Securities.

From September 15, 2020 through October 2, 2020, Brookfield Property REIT Inc. (the "Company") issued an aggregate of 2,058,495 shares (the "Shares") of its Class B-1 Stock, par value $0.01 per share, to BPR FIN I Subco LLC, an affiliate of the Company, for total consideration of $44,031,208.05. The sale of the Shares were made pursuant to subscription agreements entered into between the Company and BPR FIN I Subco LLC.

The Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.





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