$1B internal shift as Brookfield (BBU) reshapes 69% control stake

Rhea-AI Filing Summary

Brookfield Corporation and BAM Partners Trust amended their ownership filing for Brookfield Business Corp to reflect a large internal share transfer and updated voting arrangements. They report beneficial ownership of 142,749,301 Class A subordinate voting shares, or 69.0% of the 207,007,465 Class A shares outstanding as of March 31, 2026.

On April 8, 2026, a BN subsidiary transferred 32,991,863 Class A shares to a subsidiary of Brookfield Wealth Solutions Ltd. (BNT) at $30.3105 per share, for an aggregate purchase price of about $1,000,000,000, with BN receiving 18,344,438 class C non-voting BNT shares of equal value. The transfer price was based on the 5-day volume weighted average price as of April 7, 2026, net of an 8% discount. Additional Class A shares held by BNT subsidiaries are subject to a voting agreement requiring joint decisions with BN, and the reporting persons state there were no other Class A share transactions since March 31, 2026.

Key Figures

Beneficial ownership: 142,749,301 Class A shares Ownership percentage: 69.0% of Class A shares Shares outstanding: 207,007,465 Class A shares +5 more

8 metrics

Beneficial ownership 142,749,301 Class A shares Brookfield-related reporting persons’ holdings

Ownership percentage 69.0% of Class A shares Based on 207,007,465 shares outstanding as of March 31, 2026

Shares outstanding 207,007,465 Class A shares Outstanding as of March 31, 2026

Transferred shares 32,991,863 Class A shares BN subsidiary to BNT subsidiary internal transfer on April 8, 2026

Transfer price per share $30.3105 per Class A share Internal transfer consideration based on 5-day VWAP less 8% discount

Aggregate purchase price Approximately $1,000,000,000 Total consideration for 32,991,863 transferred Class A shares

Received class C shares 18,344,438 class C non-voting shares BN consideration in BNT with equal aggregate value

Discount to VWAP 8% all-in discount Applied to 5-day VWAP to set Class A transfer price

Key Terms

Class A subordinate voting shares, beneficially owned, volume weighted average price, voting agreement, +2 more

6 terms

Class A subordinate voting shares financial

"Title of Class of Securities: Class A subordinate voting shares, no par value"

Class A subordinate voting shares are a type of common stock that carries limited voting power compared with a superior share class; holders own the economic interest in the company but usually have less influence over major decisions than holders of higher-vote shares. For investors this matters because these shares can trade at different prices and offer the same upside and dividend rights but less control—like owning a seat on a bus instead of the driver’s seat.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 142,749,301.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

volume weighted average price financial

"The per share price ... was based on the 5-day volume weighted average price of the Class A Shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

voting agreement financial

"subject to the voting agreement between BN and BNT dated as of March 27, 2026"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

paired entity financial

"Brookfield Wealth Solutions Ltd. ("BNT"), a paired entity to BN"

aggregate purchase price financial

"for a price of $30.3105 per Class A Share, for an aggregate purchase price of approximately $1,000,000,000"

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

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

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Accepted by SEC EDGAR 04/08/2026 - 07:01 PM Learn about SEC filing dates

FAQ

How many Brookfield Business Corp Class A shares do the reporting persons hold?

The reporting persons beneficially own 142,749,301 Class A shares. This represents about 69.0% of Brookfield Business Corp’s 207,007,465 Class A shares outstanding as of March 31, 2026, reflecting continued majority control by Brookfield-related entities.

What transaction did Brookfield report in this Schedule 13D/A amendment for BBU?

A BN subsidiary transferred 32,991,863 Class A shares to a BNT subsidiary. The price was $30.3105 per share, for an aggregate purchase price of about $1,000,000,000, with BN receiving 18,344,438 class C non-voting BNT shares of equal value in return.

How was the $30.3105 per-share price for BBU determined in the internal transfer?

The $30.3105 price was based on a 5-day volume weighted average price. It used the Class A share VWAP as reported on the Bloomberg Composite as of the close on April 7, 2026, reduced by an all-in discount of 8% to set the transfer price.

What is the voting agreement affecting Brookfield Business Corp shares held by BNT?

BN and BNT are party to a voting agreement over BNT-held Class A shares. Decisions on voting those shares are made jointly by the applicable BNT subsidiary and BN, except for shares subject to specific financing arrangements with wholly owned BN subsidiaries.

Did Brookfield report other Brookfield Business Corp share transactions in this amendment?

No other Class A share transactions were reported. The filing states that, other than the Class A Share Transfer described in Item 4, there have been no transactions in the issuer’s Class A shares by the reporting persons since Amendment No. 1 on March 31, 2026.

What percentage of Brookfield Business Corp does the 142,749,301-share stake represent?

The 142,749,301 Class A shares represent about 69.0% ownership. This percentage is calculated using 207,007,465 Class A shares outstanding as of March 31, 2026, confirming a substantial controlling position held through Brookfield Corporation and related entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Brookfield Business Corp

(Name of Issuer)

Class A subordinate voting shares, no par value

(Title of Class of Securities)

113006100

(CUSIP Number)

Swati Mandava
Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100
Toronto, A6, M5J 2T3
416-363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 113006100

1

Name of reporting person

BROOKFIELD CORPORATION

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 142,749,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 142,749,301.00

11

Aggregate amount beneficially owned by each reporting person

142,749,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

69.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* In reference to Rows 8, 10 and 11 above, this amount for Brookfield Corporation ("BN") includes (i) 56,105,939 class A subordinate shares (the "Class A Shares") of Brookfield Business Corporation held by BPEG BN Holdings LP, Brookfield Private Equity Direct Investments Holdings LP, Brookfield Private Equity Partners LP, BNT BBU Holding LP, Brookfield Titan Holdings LP and BEP Holdings LP, each wholly-owned subsidiaries of BN and (ii) 86,643,362 Class A Shares held by subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to BN ("BNT"). ** In reference to Row 13 above, percentage ownership is based on an aggregate number of outstanding Class A Shares of 207,007,465 as of March 31, 2026.

SCHEDULE 13D

CUSIP Number(s): 113006100

1

Name of reporting person

BAM PARTNERS TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 142,749,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 142,749,301.00

11

Aggregate amount beneficially owned by each reporting person

142,749,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

69.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

* In reference to Rows 8, 10 and 11 above, this amount includes 56,105,939 Class A Shares beneficially owned by BN and includes 86,643,362 Class A Shares held by subsidiaries of BNT. ** In reference to Row 13 above, percentage ownership is based on an aggregate number of outstanding Class A Shares of 207,007,465 as of March 31, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A subordinate voting shares, no par value
(b)	Name of Issuer: Brookfield Business Corp
(c)	Address of Issuer's Principal Executive Offices: 225 Liberty Street, 8th Floor, NEW YORK, NEW YORK , 10281.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of Amendment 1 is hereby amended and restated as follows: On April 8, 2026, BN and Brookfield Wealth Solutions Ltd. ("BNT"), a paired entity to BN, completed the transactions pursuant to the previously announced agreement dated March 31, 2026, between BN and BNT. In accordance with the terms of the agreement, a subsidiary of BN transferred 32,991,863 Class A Shares to a subsidiary of BNT for a price of $30.3105 per Class A Share, for an aggregate purchase price of approximately $1,000,000,000 and as consideration, BN received 18,344,438 class C non-voting shares of BNT with the same aggregate value (the "Class A Share Transfer"). The per share price of the Class A Shares was based on the 5-day volume weighted average price of the Class A Shares (as reported on the Bloomberg Composite) as of the close of trading on April 7, 2026, net of an all-in discount of 8%. The additional Class A Shares owned by BNT following the Class A Share Transfer are subject to the voting agreement between BN and BNT dated as of March 27, 2026, whereby they have agreed that all decisions to be made with respect to the voting of any Class A Shares held by subsidiaries of BNT will be made jointly by mutual agreement of the applicable BNT subsidiary and BN, other than with respect to any Class A Shares subject to any financing arrangements between the applicable BNT subsidiary and wholly-owned subsidiaries of BN. The foregoing description of the voting agreement in this Item 4 does not purport to be complete and, as such, is qualified in its entirety by reference to such agreement, a copy of which was attached as Exhibit 99.3 to Schedule 13D and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of Schedule 13D is hereby amended and restated as follows: (a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 142,749,301 Class A Shares, constituting approximately 69.0% of the Issuer's currently outstanding Class A Shares. The percentage of Class A Shares is based on an aggregate number of Class A Shares of 207,007,465 outstanding as of March 31, 2026 and includes Class A Shares beneficially owned by subsidiaries of BNT as described in Item 4 of Amendment No. 1 and subject to the voting arrangements as described in Item 4 of this Amendment No.2.
(b)	(b) Item 5(b) of Schedule 13D is hereby amended and restated as follows: The information set forth in Item 5(a) of this Amendment No. 2 is hereby incorporated herein by reference.
(c)	(c) Item 5(c) of Schedule 13D is hereby amended and restated as follows: Other than the transactions described in Item 4 herein, there have been no transactions by the Reporting Persons in the Class A Shares since Amendment No.1 was filed on March 31, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of Schedule 13D is hereby supplemented as follows: The information set forth in Item 4 of this Amendment No.2 is hereby incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BROOKFIELD CORPORATION

Signature:	/s/ Swati Mandava
Name/Title:	Swati Mandava, Managing Director, Legal and Regulatory and Corporate Secretary
Date:	04/08/2026

BAM PARTNERS TRUST

Signature:	/s/ Kathy Sarpash
Name/Title:	Kathy Sarpash, Secretary, BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
Date:	04/08/2026