Brookfield (NYSE: BBU) discloses 68.5% stake after share transfer

Rhea-AI Filing Summary

Brookfield Corporation and affiliated entities updated their ownership in Brookfield Business Partners L.P. through an Amendment No. 11 to Schedule 13D. They report beneficial ownership of 142,552,877 limited partnership units, redemption-exchange units and exchangeable shares, representing 68.5% of the class, based on 87,637,824 units outstanding as of January 15, 2026 and assuming all related instruments are exchanged one-for-one into units.

On January 16, 2026, wholly owned subsidiaries of Brookfield Corporation terminated prior financing arrangements with subsidiaries of Brookfield Wealth Solutions Ltd. In connection with this termination, the BNT parties transferred 24,289,723 Class A Shares to Brookfield Corporation subsidiaries in exchange for a cash payment of $406,615,283.33. Other than this transaction, the reporting persons state there were no dealings in the units during the prior 60 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

BROOKFIELD BUSINESS PARTNERS L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16234109

(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)

01/16/2026

(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).

SCHEDULE 13D

CUSIP No. G16234109

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 142,552,877.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 142,552,877.00

11

Aggregate amount beneficially owned by each reporting person

142,552,877.00

12

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

13

Percent of class represented by amount in Row (11)

68.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, amounts for Brookfield Corporation ("BN") includes (i) 374,533 limited partnership units ("Units") of Brookfield Business Partners L.P. (the "Issuer" or "BBU") and 51,599,716 redemption-exchange units ("REUs") of Brookfield Business L.P. ("Brookfield Business L.P.") beneficially owned by subsidiaries of BN, and (ii) 43,333,752 Units held by subsidiaries of Brookfield Wealth Solutions Ltd. ("BNT"), a paired entity to BN. This amount also includes 47,244,876 class A exchangeable subordinate voting shares (the "BBUC exchangeable shares") of Brookfield Business Corporation ("BBUC") beneficially owned by BN (through subsidiaries) and BNT. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 87,637,824 Units of the Issuer outstanding as of January 15, 2026. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN and BNT are exchanged for Units (on a one-for-one basis), the percentage would be 76.4%.

SCHEDULE 13D

CUSIP No. G16234109

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 142,552,877.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 142,552,877.00

11

Aggregate amount beneficially owned by each reporting person

142,552,877.00

12

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

13

Percent of class represented by amount in Row (11)

68.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes Units, REUs and BBUC exchangeable shares beneficially owned by BN and BNT. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 87,637,824 Units of the Issuer outstanding as of January 15, 2026. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN and BNT are exchanged for Units (on a one-for-one basis), the percentage would be 76.4%.

SCHEDULE 13D

CUSIP No. G16234109

1

Name of reporting person

BNT BBU HOLDING LP

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

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,599,716.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,599,716.00

11

Aggregate amount beneficially owned by each reporting person

51,599,716.00

12

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

13

Percent of class represented by amount in Row (11)

24.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 51,599,716 REUs beneficially owned by BNT BBU Holding LP ("Holding LP"). In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 87,637,824 Units of the Issuer outstanding as of January 15, 2026. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no BBUC exchangeable shares and only REUs held by Holding LP are exchanged for Units, the percentage would be 37.1%.

SCHEDULE 13D

CUSIP No. G16234109

1

Name of reporting person

BPEG BN HOLDINGS LP

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 23,180,542.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,180,542.00

11

Aggregate amount beneficially owned by each reporting person

23,180,542.00

12

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

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 23,180,542 BBUC exchangeable shares owned by BPEG. In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 87,637,824 Units of the Issuer outstanding as of January 15, 2026. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming only BBUC exchangeable shares held by BPEG are exchanged for Units, the percentage would be 20.9%.

SCHEDULE 13D

CUSIP No. G16234109

1

Name of reporting person

BROOKFIELD TITAN HOLDINGS LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 374,533.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 374,533.00

11

Aggregate amount beneficially owned by each reporting person

374,533.00

12

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

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 87,637,824 Units of the Issuer outstanding as of January 15, 2026. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no REUs and no BBUC exchangeable shares are exchanged for Units (on a one-for-one basis), the percentage would be 0.4%.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Limited Partnership Units
(b)	Name of Issuer: BROOKFIELD BUSINESS PARTNERS L.P.
(c)	Address of Issuer's Principal Executive Offices: 73 FRONT STREET, 5TH FLOOR, HAMILTON, BERMUDA , HM12.
Item 1 Comment: Explanatory Note This Amendment No. 11 (this "Amendment No. 11") to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 10 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 11. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars. Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 11.
Item 4.	Purpose of Transaction
	Item 4 of the original Schedule 13D is hereby supplemented as follows: On January 16, 2026, wholly-owned subsidiaries of BN (the "BN Parties") terminated the financing arrangements described in Item 4 of Amendment No. 9 that were entered into on September 26, 2025 and September 29, 2025 with wholly-owned subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to BN (the "BNT Parties"). In connection with the termination of the financing arrangements, and in accordance with their terms, the BNT Parties transferred an aggregate of 24,289,723 Class A Shares to the BN Parties in exchange for an aggregate cash payment of $406,615,283.33.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage of Units of the Issuer is based on an aggregate number of Units of 87,637,824 outstanding as of January 15, 2026, and assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis) and includes (as applicable) Units, REUs and BBUC exchangeable shares beneficially owned by subsidiaries of BNT as described in Item 4 of Amendment No. 7 and Item 4 of Amendment No. 5 and subject to the voting arrangements described in Item 4 of Amendment No. 7.
(c)	Other than the transactions described in Item 4 in this Amendment No. 10, there have been no transactions by the Reporting Persons in the Units during the past 60 days.

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
Date:	01/16/2026

BAM PARTNERS TRUST

Signature:	/s/ Kathy Sarpash
Name/Title:	Kathy Sarpash, Secretary, BAM CLASS B PARTNERS INC., trustee to BAM PARTNERS TRUST
Date:	01/16/2026

BNT BBU HOLDING LP

Signature:	/s/ A.J. Silber
Name/Title:	A.J. Silber, Director, BROOKFIELD BBU GP INC., general partner of BNT BBU HOLDING LP
Date:	01/16/2026

BPEG BN HOLDINGS LP

Signature:	/s/ A.J. Silber
Name/Title:	A.J. Silber, Director, BROOKFIELD PRIVATE EQUITY INC., general partner of BPEG BN HOLDINGS LP
Date:	01/16/2026

BROOKFIELD TITAN HOLDINGS LP

Signature:	/s/ Ron Bloom
Name/Title:	Ron Bloom, Managing Partner & Vice Chairman, TITAN CO-INVESTMENT GP, LLC, general partner of BROOKFIELD TITAN HOLDINGS LP
Date:	01/16/2026

FAQ

What ownership stake in BBU does Brookfield report in this Schedule 13D/A?

Brookfield Corporation and related reporting persons report beneficial ownership of 142,552,877 Brookfield Business Partners L.P. units, redemption-exchange units and exchangeable shares, representing 68.5% of the class. This percentage is based on 87,637,824 units outstanding as of January 15, 2026 and assumes all relevant instruments are exchanged one-for-one into units.

What major transaction occurred on January 16, 2026 related to Brookfield Business Partners (BBU)?

On January 16, 2026, wholly owned subsidiaries of Brookfield Corporation terminated financing arrangements with subsidiaries of Brookfield Wealth Solutions Ltd. In connection with that termination, the BNT parties transferred an aggregate of 24,289,723 Class A Shares to Brookfield Corporation subsidiaries for a cash payment of $406,615,283.33.

How is the 68.5% ownership percentage in BBU calculated for Brookfield?

The 68.5% ownership is calculated using an aggregate of approximately 87,637,824 Brookfield Business Partners L.P. units outstanding as of January 15, 2026. The calculation assumes that all outstanding redemption-exchange units and Brookfield Business Corporation exchangeable shares are exchanged for units on a one-for-one basis.

Did the reporting persons have any other BBU unit transactions in the last 60 days?

The reporting persons state that, other than the transaction described in Item 4 of this Amendment No. 11, there have been no other transactions in the Brookfield Business Partners L.P. units during the past 60 days.

Which entities are listed as reporting persons for this Brookfield Business Partners L.P. Schedule 13D/A?

The reporting persons include Brookfield Corporation, BAM Partners Trust, BNT BBU Holding LP, BPEG BN Holdings LP, and Brookfield Titan Holdings LP, each disclosing its beneficial holdings and percentage interests in Brookfield Business Partners L.P.

How much does BNT BBU Holding LP and BPEG BN Holdings LP each beneficially own in BBU-related securities?

BNT BBU Holding LP reports beneficial ownership of 51,599,716 redemption-exchange units, representing 24.8% of the class on the fully exchanged basis described. BPEG BN Holdings LP reports beneficial ownership of 23,180,542 Brookfield Business Corporation exchangeable shares, representing 11.1% of the class on the same basis.