SCHEDULE: Brookfield Entities Reshuffle BBUC Class A Share Ownership

Brookfield Corporation subsidiaries terminated financing arrangements, leading to a significant transfer of Brookfield Business Corporation Class A shares and a cash payment.

Summary

• Wholly-owned subsidiaries of Brookfield Corporation (BN Parties) terminated financing arrangements with wholly-owned subsidiaries of Brookfield Wealth Solutions Ltd. (BNT Parties) on January 16, 2026.
• In connection with the termination, BNT Parties transferred an aggregate of 24,289,723 Class A exchangeable subordinate voting shares of Brookfield Business Corporation (BBUC) to the BN Parties.
• The BN Parties made an aggregate cash payment of $406,615,283.33 to the BNT Parties for the transferred shares.
• As of January 15, 2026, Brookfield Corporation and BAM Partners Trust beneficially own 47,244,876 Class A Shares, representing 68.5% of the outstanding Class A Shares.
• BPEG BN Holdings LP beneficially owns 23,180,542 Class A Shares, representing 33.6% of the outstanding Class A Shares.
• The percentage ownership is based on an aggregate of 68,977,473 Class A Shares outstanding as of January 15, 2026.
• Brookfield Business Partners L.P. and its affiliates beneficially own all issued and outstanding Class B multiple voting shares of BBUC, representing a 75% voting interest in the Issuer.

Sentiment

Score: 5

Explanation: Neutral, as this filing reports a completed internal transaction involving share transfers and a cash payment between related Brookfield entities, without indicating positive or negative implications for the issuer's operational performance or strategic direction.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the reporting of a completed transaction.

Industry Context

This filing primarily details an internal restructuring of share ownership among Brookfield entities, which is a common practice within large, complex corporate structures like Brookfield's. It reflects ongoing management of capital and ownership interests within the broader Brookfield ecosystem rather than a direct response to external industry trends.

Related Party Transactions

• Termination of financing arrangements between wholly-owned subsidiaries of Brookfield Corporation (BN Parties) and wholly-owned subsidiaries of Brookfield Wealth Solutions Ltd. (BNT Parties).
• Transfer of 24,289,723 Class A Shares from BNT Parties to BN Parties.
• Cash payment of $406,615,283.33 from BN Parties to BNT Parties.

Stakeholder Impact

• Shareholders of Brookfield Business Corporation (BBUC) will see a change in the beneficial ownership structure among its major controlling entities, specifically an increase in direct ownership by Brookfield Corporation subsidiaries and a decrease by Brookfield Wealth Solutions Ltd. subsidiaries. This primarily affects the internal allocation of ownership within the broader Brookfield group rather than the overall control structure.

Key Dates

Recommendation

This Schedule 13D amendment reports a completed internal transaction between related Brookfield entities involving the transfer of Class A shares and a cash payment. It does not provide new information regarding Brookfield Business Corporation's operational performance, strategic outlook, or financial health that would warrant a change in investment recommendation. The transaction appears to be a restructuring of ownership within the broader Brookfield group, maintaining the existing control structure. Therefore, a 'hold' recommendation is appropriate as there's no new fundamental information to alter an investor's existing position.

Keywords

Brookfield Business Corporation, BBUC, Brookfield Corporation, BN, Class A Shares, Beneficial Ownership, SEC Filing, Schedule 13D, Share Transfer, Related Party Transaction