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Court-approved deal swaps Brookfield (NYSE: BBU) units 1-for-1

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brookfield Business Corp director Donald William Mackenzie disposed of his partnership units and exchangeable shares as part of a corporate reorganization. On March 27, 2026, he returned 6,715 Class A exchangeable subordinate voting shares and 13,430 non-voting limited partnership units to the issuer.

These dispositions occurred under a court-approved plan of arrangement under section 288 of the Business Corporations Act (British Columbia), through which holders of these securities received class A subordinated voting shares of Brookfield Business Corporation on a one-for-one basis, and Brookfield Business Partners L.P. and Brookfield Business Holdings Corporation became its subsidiaries.

Positive

  • None.

Negative

  • None.
Insider Mackenzie Donald William
Role Director
Type Security Shares Price Value
Disposition Class A Exchangeable Subordinate Voting Shares 6,715 $0.00 --
Disposition Non-Voting Limited Partnership Units 13,430 $0.00 --
Holdings After Transaction: Class A Exchangeable Subordinate Voting Shares — 0 shares (Direct); Non-Voting Limited Partnership Units — 0 shares (Direct)
Footnotes (1)
  1. On March 27, 2026, pursuant to an arrangement agreement dated as of November 6, 2025, Brookfield Business Partners L.P. ("BBU"), Brookfield Business Holdings Corporation (formerly Brookfield Business Corporation) ("BBHC") and Brookfield Business Corporation (formerly 1559985 B.C. Ltd.) (the "Corporation") completed a court approved plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which, among other things, holders of non-voting limited partnership units of BBU (the "BBU Units") and holders of BBHC's class A exchangeable subordinate voting shares (the "BBHC Exchangeable Shares") received class A subordinated voting shares of the Corporation in exchange for their BBU Units and BBHC Exchangeable Shares on a one-for-one basis. As a result of the Arrangement, BBU and BBHC became subsidiaries of the Corporation. This Form 4 represents BBU Units and BBHC Exchangeable Shares transacted pursuant to the Arrangement. Represents BBHC Exchangeable Shares which, prior to the Arrangement, were exchangeable into BBU Units on a one-for-one basis (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BBU). Pursuant to the Arrangement, the BBHC Exchangeable Shares were exchanged for class A subordinated voting shares of the Corporation on a one-for-one basis.
Exchangeable shares disposed 6,715 shares Class A exchangeable subordinate voting shares disposed March 27, 2026
Partnership units disposed 13,430 units Non-voting limited partnership units disposed March 27, 2026
Exchange ratio 1-for-1 BBU units and BBHC exchangeable shares into class A subordinated voting shares
plan of arrangement regulatory
"completed a court approved plan of arrangement under section 288"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
non-voting limited partnership units financial
"holders of non-voting limited partnership units of BBU (the "BBU Units")"
class A exchangeable subordinate voting shares financial
"holders of BBHC's class A exchangeable subordinate voting shares (the "BBHC Exchangeable Shares")"
Business Corporations Act (British Columbia) regulatory
"under section 288 of the Business Corporations Act (British Columbia)"
A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mackenzie Donald William
(Last)(First)(Middle)
C/O BROOKFIELD BUSINESS PARTNERS L.P.
73 FRONT STREET, FIFTH FLOOR
(Street)
HAMILTONHM 12
(City)(State)(Zip)
BERMUDA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Brookfield Business Corp [ BBU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Non-Voting Limited Partnership Units03/27/2026D13,430D(1)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Exchangeable Subordinate Voting Shares(2)(1)03/27/2026D6,715 (1) (1)Non-Voting Limited Partnership Units6,715(1)0D
Explanation of Responses:
1. On March 27, 2026, pursuant to an arrangement agreement dated as of November 6, 2025, Brookfield Business Partners L.P. ("BBU"), Brookfield Business Holdings Corporation (formerly Brookfield Business Corporation) ("BBHC") and Brookfield Business Corporation (formerly 1559985 B.C. Ltd.) (the "Corporation") completed a court approved plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which, among other things, holders of non-voting limited partnership units of BBU (the "BBU Units") and holders of BBHC's class A exchangeable subordinate voting shares (the "BBHC Exchangeable Shares") received class A subordinated voting shares of the Corporation in exchange for their BBU Units and BBHC Exchangeable Shares on a one-for-one basis. As a result of the Arrangement, BBU and BBHC became subsidiaries of the Corporation. This Form 4 represents BBU Units and BBHC Exchangeable Shares transacted pursuant to the Arrangement.
2. Represents BBHC Exchangeable Shares which, prior to the Arrangement, were exchangeable into BBU Units on a one-for-one basis (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BBU). Pursuant to the Arrangement, the BBHC Exchangeable Shares were exchanged for class A subordinated voting shares of the Corporation on a one-for-one basis.
/s/ Arin Jonathan Silber, Attorney-in-Fact03/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Brookfield Business Corp (BBU) disclose in this Form 4?

Brookfield Business Corp reported that director Donald William Mackenzie disposed of 6,715 Class A exchangeable subordinate voting shares and 13,430 non-voting limited partnership units. The disposition was to the issuer and stemmed from a broader court-approved corporate reorganization.

Why did the Brookfield Business Corp (BBU) director dispose of his units and exchangeable shares?

The director’s holdings were transacted under a court-approved plan of arrangement. This arrangement exchanged non-voting limited partnership units and exchangeable shares for class A subordinated voting shares of Brookfield Business Corporation on a one-for-one basis as part of a corporate reorganization.

What is the one-for-one exchange mentioned for Brookfield Business Corp (BBU) holders?

Holders of non-voting limited partnership units and class A exchangeable subordinate voting shares received class A subordinated voting shares of Brookfield Business Corporation on a one-for-one basis. This fixed exchange ratio applied to each unit or exchangeable share involved in the plan of arrangement.

How did the plan of arrangement affect Brookfield Business Partners L.P. (BBU) and Brookfield Business Holdings Corporation?

Following the plan of arrangement, Brookfield Business Partners L.P. and Brookfield Business Holdings Corporation became subsidiaries of Brookfield Business Corporation. This structural change was implemented alongside the one-for-one exchange into class A subordinated voting shares of the new corporation.