SCHEDULE: Brookfield Corp. Secures $400M in Business Corp. Share Deal

Brookfield Corporation's subsidiaries entered a $400 million financing arrangement involving the transfer and future repurchase of 24.3 million Class A shares of Brookfield Business Corporation.

Summary

• Wholly-owned subsidiaries of Brookfield Corporation (BN Parties) transferred 24,289,723 Class A exchangeable subordinate voting shares of Brookfield Business Corporation to wholly-owned subsidiaries of Brookfield Wealth Solutions Ltd. (BNT Parties).
• The transfer was in exchange for an aggregate cash payment of $400,000,000.
• BN Parties are obligated to repurchase these shares on June 22, 2026, and June 25, 2026, or earlier, at the transfer value plus a return calculated at SOFR+1.40% per annum.
• BN Parties retain the right to direct all voting decisions for the transferred shares unless an event of default occurs under the financing arrangements.
• Brookfield Corporation and BAM PARTNERS TRUST beneficially own 47,244,876 Class A Shares, representing 67.5% of the outstanding Class A Shares.
• BPEG BN HOLDINGS LP beneficially owns 23,535,005 Class A Shares, representing 33.6% of the outstanding Class A Shares.
• The total outstanding Class A Shares of Brookfield Business Corporation as of September 26, 2025, was 69,996,738.
• Brookfield Business Partners L.P. and its affiliates own all Class B multiple voting shares, representing a 75% voting interest in the Issuer.

Sentiment

Score: 6

Explanation: The financing arrangement provides liquidity to Brookfield Corporation's subsidiaries, which is generally positive, though it comes with a cost. The transaction is an internal capital management move rather than a direct operational performance indicator.

Positives

• Brookfield Corporation's subsidiaries received $400,000,000 in cash through this financing arrangement, providing liquidity.
• BN Parties retain voting control over the transferred shares, maintaining strategic influence over Brookfield Business Corporation.

Negatives

• The financing arrangement incurs a cost for BN Parties, calculated at SOFR+1.40% per annum, for the use of the $400 million.

Risks

• An event of default under the financing arrangements could lead to BN Parties losing the right to direct voting decisions for the Subject Securities.

Future Outlook

BN Parties are obligated to repurchase the transferred Class A Shares on specific dates in June 2026, at a price reflecting the initial transfer value plus an annual return. They will continue to direct voting decisions for these shares unless a default occurs.

Industry Context

This filing primarily details an inter-company financing and ownership structure adjustment within the broader Brookfield ecosystem. It does not directly reflect broader industry trends but highlights Brookfield's internal capital management strategies and complex corporate structure involving paired entities.

Related Party Transactions

• Wholly-owned subsidiaries of Brookfield Corporation (BN Parties) entered into financing arrangements with wholly-owned subsidiaries of Brookfield Wealth Solutions Ltd. (BNT Parties), a paired entity to BN, involving the transfer and future repurchase of Class A Shares for $400,000,000.

Stakeholder Impact

• Shareholders of Brookfield Business Corporation will see no material change in the ultimate beneficial ownership or voting control by Brookfield Corporation, as the transferred shares are subject to repurchase and voting rights remain with BN Parties.
• Brookfield Corporation benefits from the $400 million cash infusion for its subsidiaries, enhancing liquidity or funding other initiatives.

Next Steps

• BN Parties are obligated to repurchase the Subject Securities on June 22, 2026, and June 25, 2026, or earlier if the arrangements are terminated.

Key Dates

Keywords

Brookfield Corporation, Brookfield Business Corporation, Schedule 13D, Beneficial Ownership, Class A Shares, Financing Arrangement, Repurchase Agreement, Corporate Governance, SEC Filing