Brookfield plans 2031 senior notes offering

Brookfield Finance Inc., guaranteed by Brookfield Corporation, plans an SEC-registered US dollar note offering due 2031 with standard investment-grade covenants and call features.

Rhea-AI Filing Summary

Brookfield Corporation (BN), as guarantor, and its subsidiary Brookfield Finance Inc. plan an SEC-registered offering of senior unsecured notes maturing in 2031, to be issued under an existing Canadian base shelf prospectus and related indenture structure.

The notes will be fully and unconditionally guaranteed by Brookfield Corporation and issued in initial denominations of US$2,000 with increments of US$1,000. The offering is expected to price on September 21, 2026 and settle on September 23, 2026 (T+2). Investors will have a change of control put at 101% of principal, and the issuer will have a make-whole call prior to one month before maturity and a par call thereafter. Net proceeds are expected to be used for general corporate purposes.

Filing Explained

This is a preliminary term sheet, not a completed debt issuance: the offering size, coupon, maturity date, public price, and yield remain blank, so the amount of new debt and its final borrowing cost are not yet established.

Key Figures

Maturity year: 2031 Expected trade date: September 21, 2026 Expected settlement date: September 23, 2026 +4 more

7 metrics

Maturity year 2031 Senior unsecured notes due in 2031

Expected trade date September 21, 2026 Planned trade date for the notes

Expected settlement date September 23, 2026 T+2 settlement for the notes

Change of control put price 101% of principal Investor put right upon change of control

Minimum denomination US$2,000 Initial minimum denomination of the notes

Incremental denomination US$1,000 Subsequent multiples for additional investments

Settlement cycle T+2 Initial settlement two business days after trade date

Key Terms

senior unsecured notes, negative pledge, make-whole call, par call, +2 more

6 terms

senior unsecured notes financial

"The Notes will be [●]% Senior Unsecured Notes due [●], 2031"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

negative pledge financial

"Covenants: Change of control (put @ 101%) Negative pledge"

make-whole call financial

"Make-Whole Call: Prior to [●], 20[●] ... treasury rate plus [●] basis points"

A make-whole call is a provision in a bond that lets the issuer pay off the debt early by giving bondholders a lump sum designed to compensate them for lost future interest; think of it like paying off a mortgage today plus a small premium to cover the interest you would have earned. It matters to investors because it reduces uncertainty about how long a bond will last and affects the bond’s price and yield—investors may get repaid sooner but receive a payment that aims to make them financially whole.

par call financial

"Par Call: At any time on or after [●], 20[●] ... at 100% of the principal"

base shelf prospectus regulatory

"A final base shelf prospectus containing important information relating to the securities"

A base shelf prospectus is a pre-approved regulatory document that lets a company register a range of securities once and then sell them to the public over time without repeating the full approval process for each offering. For investors it’s like a menu and standing permission slip: it lays out the types of securities, key risks and terms ahead of any specific sale, so buyers can assess potential dilution, timing and the company’s plans before new shares or debt hit the market.

PRIIPs regulatory

"No PRIIPs or UK PRIIPs key information document (KID) has been prepared"

A PRIIPs is a regulated type of investment product aimed at retail buyers, and the term also refers to the rules that require those products to come with a short, standardized summary of key facts — like a nutrition label for investments. That summary explains potential returns, typical risks, and fees in plain figures so ordinary investors can compare offerings more easily and make better-informed choices before buying.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities is Brookfield Corporation (BN) offering in this 6-K?

Brookfield Finance Inc., guaranteed by Brookfield Corporation, plans to issue senior unsecured notes due 2031. The notes are SEC registered and form a separate series of debt securities under a base indenture and a fourteenth supplemental indenture.

Who guarantees the new Brookfield Finance Inc. notes described for BN?

The notes will be fully and unconditionally guaranteed by Brookfield Corporation as to payment of principal, any premium, interest and certain other amounts, under an indenture between Brookfield Finance Inc., Brookfield Corporation as guarantor, and Computershare Trust Company of Canada as trustee.

What is the expected settlement timing for Brookfield (BN) 2031 notes?

The preliminary term sheet states an expected trade date of September 21, 2026 and an expected settlement date of September 23, 2026 (T+2), meaning settlement two business days after the trade date, subject to standard market settlement practices.

What are the key investor protections on the Brookfield (BN) 2031 notes?

The notes include a change of control put at 101% of principal, a negative pledge, and covenants on consolidation, merger, amalgamation and sale of substantially all assets, all as set out in the indenture for the series.

What call provisions apply to Brookfield (BN) 2031 notes?

Before a date one month prior to maturity, the issuer may redeem the notes via a make-whole call at a price based on the treasury rate plus a spread. On or after that date, a par call allows redemption at 100% of principal.

How will Brookfield (BN) use the proceeds from the 2031 note offering?

The preliminary term sheet states that net proceeds from the sale of the notes will be used for general corporate purposes, without further breakdown of specific projects or debt repayments in this summary document.

What are the minimum denominations for Brookfield (BN) 2031 notes?

The notes will be offered in initial denominations of US$2,000 and in subsequent multiples of US$1,000, which sets the minimum and incremental investment sizes for purchasers in this offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 08:53 AM Accepted by SEC EDGAR 09/21/2026 - 08:52 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-15160

BROOKFIELD CORPORATION

(Name of Registrant)

Brookfield Place
Suite 100
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨      Form 40-F x

Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the Registration Statement of Brookfield Corporation and Brookfield Finance Inc. on Form F-10 (File Nos. 333-292304 and 333-292304-04).

EXHIBIT INDEX

Exhibit		Description
99.1		Preliminary Canadian Term Sheet, dated September 21, 2026

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, thereunto duly authorized.

	BROOKFIELD CORPORATION
Date: September 21, 2026	By:	/s/ Swati Mandava
		Name:	Swati Mandava
		Title:	Managing Director, Legal & Regulatory and Corporate Secretary

Exhibit 99.1

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained from Deutsche Bank Securities Inc. at 1-800-503-4611 or by emailing prospectus.CPDG@db.com, or by calling BofA Securities, Inc. at 1-800-294-1322 or by emailing dg.prospectus_requests@bofa.com.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

BROOKFIELD FINANCE INC.

US$[●] [●]% NOTES DUE 2031

PRELIMINARY TERM SHEET

September 21, 2026

Issuer:		Brookfield Finance Inc.
Guarantor:		Brookfield Corporation
Guarantee:		The Notes (as defined below) will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Corporation.
Security:		[●]% Senior Unsecured Notes due [●], 2031 (the “Notes”)
Format:		SEC registered
Size:		US$ Benchmark One or more of the underwriters may sell to affiliates of Brookfield Wealth Solutions Ltd. and/or certain other institutional investors US$[●] aggregate principal amount (if any) of the Notes at the public offering price (for which no underwriting discount or commissions will be paid).
Trade Date:		September 21, 2026
Expected Settlement Date:		September 23, 2026 (T+2)
Maturity Date:		[●], 2031
Coupon:		[●]%
Interest Payment Dates:		[●] and [●], commencing [●], 2027
Price to Public:		[●]%

Benchmark Treasury:		[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).]
Benchmark Treasury Price & Yield:		[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
Spread to Benchmark Treasury:		[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
Yield:		[●]%
Denominations:		Initial denominations of US$2,000 and subsequent multiples of US$1,000
Covenants:		Change of control (put @ 101%) Negative pledge Consolidation, merger, amalgamation and sale of substantially all assets
Optional Redemption Provisions:
Make-Whole Call:		Prior to [●], 20[●] (one month prior to maturity), treasury rate plus [●] basis points
Par Call:		At any time on or after [●], 20[●] (one month prior to maturity), at 100% of the principal amount of the Notes to be redeemed
Use of Proceeds:		The net proceeds from the sale of the Notes will be used for general corporate purposes
CUSIP / ISIN:		11271LAR3 / US11271LAR33
Joint Book-Running Managers1:		Deutsche Bank Securities Inc. BofA Securities, Inc. Mizuho Securities USA LLC  MUFG Securities Americas Inc.

¹            This offering will be made in Canada by Merrill Lynch Canada Inc., a broker-dealer affiliate of BofA Securities, Inc.

2

Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.

The Notes will be issued as a separate series of debt securities under a fourteenth supplemental indenture to be dated as of the date of the issuance of the Notes (the “Fourteenth Supplemental Indenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Fourteenth Supplemental Indenture, the “Indenture”), between Brookfield Finance Inc., Brookfield Corporation, as guarantor, and Computershare Trust Company of Canada, as trustee. The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purport to be complete and is qualified in its entirety by reference to the Indenture.

No PRIIPs or UK PRIIPs key information document (KID) has been prepared as European Economic Area or UK retail investors are not targeted.

3

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 18.0 KB