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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 13, 2025
Brookfield Asset Management Ltd.
(Exact name of registrant as specified in its
charter)
| British Columbia, Canada |
|
001-41563 |
|
98-1702516 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(IRS Employee
Identification No.) |
Brookfield Place
250 Vesey Street, 15th Floor
New
York, NY 10281-0221
(Address of Principal Executive Offices)
(212) 417-7000
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange
on Which Registered |
| Class A Limited Voting Shares |
|
BAM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
On November 13, 2025, Brookfield Asset Management
Ltd. (“BAM”) announced an offering of US$600,000,000 aggregate principal amount of 4.653% notes due 2030 (the “2030
Notes”) and US$400,000,000 aggregate principal amount of 5.298% notes due 2036 (together with the 2030 Notes, the “Notes”).
In connection with the offering, on November 13, 2025, BAM entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters listed in Schedule
II thereto. The Underwriting Agreement contains customary representations, covenants and indemnification provisions.
The offering of the Notes was registered under
the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-10 (File No. 333-287429) filed by BAM
with the Securities and Exchange Commission (the “Commission”) on August 5, 2025 (the “Registration Statement”).
The Notes were offered and sold pursuant to BAM’s base shelf prospectus, dated August 5, 2025, as supplemented by a final prospectus
supplement, dated November 13, 2025, as filed with the Commission on November 14, 2025.
The Underwriting Agreement, Consent of Torys LLP
and Consent of Goodmans LLP are attached hereto as Exhibits 1.1, 23.1 and 23.2 respectively, and are each incorporated by reference herein
and in the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated as of November 13, 2025, by and among Brookfield Asset Management Ltd., as issuer, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters listed in Schedule II thereto. |
| 23.1 |
|
Consent of Torys LLP, dated as of November 13, 2025. |
| 23.2 |
|
Consent of Goodmans LLP, dated as of November 13, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline
XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2025
| |
Brookfield Asset Management Ltd. |
| |
|
|
| |
By: |
/s/
Kathy Sarpash |
| |
Name: |
Kathy Sarpash |
| |
Title: |
Managing Director, Legal & Regulatory and
Corporate Secretary |