Brookfield (BBU) plans $1B internal transfer of Class A shares

Rhea-AI Filing Summary

Brookfield Corporation and BAM Partners Trust report beneficial ownership of 142,749,301 Class A subordinate voting shares of Brookfield Business Corp, representing about 69.0% of the 207,007,465 Class A shares outstanding as of March 31, 2026.

On March 31, 2026, Brookfield Corporation (BN) agreed that, effective April 8, 2026, a BN subsidiary will transfer to a BNT subsidiary the lesser of $1,000,000,000 in Class A shares or 19.5% of the issued and outstanding Class A shares on April 7, 2026, in exchange for BNT class C non-voting shares of equal value. The per share price will use the 5‑day volume weighted average price of the Class A shares as of the close on April 7, 2026, reduced by an 8% all‑in discount.

Additional Class A shares held by BNT after this internal transfer will fall under an existing voting agreement between BN and BNT, requiring joint decisions on voting those shares, except where BNT subsidiaries have certain financing arrangements with BN subsidiaries.

Insights

Equity ownership and governance analyst

Brookfield keeps a 69% stake while reshuffling ownership and tightening voting control.

Brookfield Corporation and BAM Partners Trust report beneficial ownership of 142,749,301 Class A shares, or 69.0% of Brookfield Business Corp’s 207,007,465 outstanding Class A shares as of March 31, 2026. This indicates a highly concentrated control position.

The amendment describes an internal Class A share transfer of up to $1,000,000,000 or 19.5% of outstanding Class A shares between Brookfield affiliates BN and BNT, priced off a 5‑day volume weighted average price with an 8% discount. Consideration will be class C non‑voting BNT shares, so economic exposure is being rebalanced within the group rather than sold externally.

Additional shares held by BNT after the transfer will be governed by a voting agreement requiring BN and BNT to act jointly on voting decisions, except for certain financed shares. This structure reinforces coordinated voting control over Brookfield Business Corp, while the economic allocation among Brookfield entities shifts through the planned April 8, 2026 settlement.

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 +3 more

6 metrics

Beneficial ownership 142,749,301 Class A shares Shares beneficially owned by reporting persons

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

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

Planned internal transfer cap $1,000,000,000 in Class A shares Or 19.5% of issued and outstanding Class A shares on April 7, 2026

Alternative transfer limit 19.5% of issued and outstanding shares Ceiling on Class A shares to be transferred

Pricing discount 8% all-in discount Applied to 5-day VWAP as of close on April 7, 2026

Key Terms

Schedule 13D, beneficially owned, voting agreement, volume weighted average price, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements the previously filed on March 30, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this relates is 142,749,301 Class A Shares"

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.

voting agreement regulatory

"The additional Class A Shares owned by BNT following the Class A Share Transfer will become 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.

volume weighted average price financial

"The per share price of the Class A Shares will be 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.

paired entity financial

"BN and BNT, a paired entity to BN, entered into an agreement"

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

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Accepted by SEC EDGAR 03/31/2026 - 05:25 PM Learn about SEC filing dates

FAQ

How much of Brookfield Business Corp does Brookfield Corporation report owning?

Brookfield Corporation and BAM Partners Trust report beneficial ownership of 142,749,301 Class A shares, representing about 69.0% of Brookfield Business Corp’s 207,007,465 Class A shares outstanding as of March 31, 2026. This reflects a controlling equity and voting position in the issuer.

What internal share transfer is described in this Brookfield Business Corp Schedule 13D/A?

Brookfield entities agreed that a BN subsidiary will transfer to a BNT subsidiary the lesser of $1,000,000,000 in Class A shares or 19.5% of issued and outstanding Class A shares on April 7, 2026, in exchange for BNT class C non‑voting shares of equal aggregate value.

How will the price be set for the Brookfield Business Corp Class A shares in the internal transfer?

The per-share price will be based on the 5‑day volume weighted average price of Brookfield Business Corp Class A shares, as reported on the Bloomberg Composite, calculated as of the close of trading on April 7, 2026, reduced by an all‑in discount of 8%.

What voting agreement affects Brookfield Business Corp shares held by BNT?

Additional Class A shares owned by BNT after the transfer will be subject to a voting agreement dated March 27, 2026, under which BN and the relevant BNT subsidiary must jointly agree on voting decisions, except for shares subject to specified financing arrangements with BN subsidiaries.

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

The reporting persons state that, other than the Class A Share Transfer arrangements described in Item 4 of the amendment, there have been no transactions in Brookfield Business Corp Class A shares by them since the original Schedule 13D was filed on March 30, 2026.

Who are the reporting persons in this Brookfield Business Corp Schedule 13D/A filing?

The reporting persons are Brookfield Corporation, organized in Ontario, Canada, and BAM Partners Trust, also organized in Ontario, Canada. Both report shared voting and shared dispositive power over 142,749,301 Class A subordinate voting shares of Brookfield Business Corp.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

03/31/2026

(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) 89,097,802 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) 53,651,499 Class A Shares held by wholly-owned 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 89,097,802 Class A Shares beneficially owned by BN and includes 53,651,499 Class A Shares held by wholly-owned 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 1 Comment: This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D previously filed on March 30, 2026 (the "Schedule 13D") to reflect the transactions described in Item 4 of this Amendment No. 1. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars and "C$" are to Canadian dollars. Information and defined terms reported in the original Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 1. The class of equity securities to which this statement relates is the class A subordinate voting shares, no par value (the "Class A Shares"), of Brookfield Business Corporation (formerly 1559985 B.C. Ltd.), a corporation organized under the laws of British Columbia, Canada (the "Issuer" or "BBUC"), with principal executive offices at 225 Liberty Street, 8th Floor, New York, NY 10281.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the original Schedule 13D is hereby supplemented as follows: On March 31, 2026, BN and BNT, a paired entity to BN, entered into an agreement pursuant to which BN agreed, effective April 8, 2026, to cause its subsidiary to transfer to a subsidiary of BNT the lesser of (i) $1,000,000,000 in Class A Shares and (ii) 19.5% of the issued and outstanding Class A Shares on April 7, 2026 in exchange for 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 will be 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 will become 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 the original Schedule 13D and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of the original 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 of the Issuer 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 wholly-owned 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.1.
(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.1 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 the original Schedule 13D was filed on March 30, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the original Schedule 13D is hereby supplemented as follows: The information set forth in Item 4 of this Amendment No.1 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
Date:	03/31/2026

BAM PARTNERS TRUST

Signature:	/s/ Kathy Sarpash
Name/Title:	Kathy Sarpash, Secretary, BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
Date:	03/31/2026