Brookfield details 142,552,877 as‑exchanged stake; BBU–BBUC to combine

Rhea-AI Filing Summary

Brookfield Business Partners (BBU) filed Amendment No. 10 to Schedule 13D reporting control positions and a proposed reorganization with Brookfield Business Corporation (BBUC). The filing states beneficial ownership of 142,552,877 securities, representing 67.8% of the class on an as‑exchanged basis.

BBU, BBUC and 1559985 B.C. Ltd. signed an arrangement agreement to consolidate into a single publicly traded corporation via a court‑approved plan. All BBU units, BBUC exchangeable shares and Brookfield Business L.P. redemption‑exchange units will be exchanged one‑for‑one for new Class A shares. Special LP units will convert into special non‑voting incentive shares, and Brookfield Corporation will receive Class B multiple voting shares.

Special meetings of BBU unitholders and BBUC shareholders are set for January 13, 2026, with a record date of November 25, 2025. Subject to approvals, completion is anticipated in the first quarter of 2026, with the new Class A shares expected to list on the TSX and NYSE.

Insights

Governance & Corporate Actions Analyst

13D/A details majority control and a planned share-for-share corporate consolidation.

The amendment discloses that Brookfield-affiliated entities beneficially own 67.8% on an as-exchanged basis, totaling 142,552,877 securities tied to BBU/BBUC structures. It also outlines a court-approved plan of arrangement to combine BBU and BBUC into a single corporation, exchanging each instrument one-for-one into new Class A shares.

The mechanism requires security holder approvals and court approval, with meetings on January 13, 2026 and a record date of November 25, 2025. Ancillary agreements (e.g., registration rights) terminate upon completion, and voting arrangements among Brookfield entities will be adjusted as described.

The arrangement, if completed in Q1 2026, would standardize the equity into listed Class A shares on TSX and NYSE, while Brookfield Corporation holds Class B multiple voting shares. Actual impact depends on approvals and execution of the plan of arrangement.

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Accepted by SEC EDGAR 11/07/2025 - 04:34 PM Learn about SEC filing dates

FAQ

What does BBU’s latest 13D/A disclose about Brookfield’s ownership (BBU)?

It reports beneficial ownership of 142,552,877 securities, representing 67.8% of the class on an as‑exchanged basis.

What restructuring is proposed for BBU and BBUC (BBU)?

A court‑approved plan to combine them into a single public corporation, exchanging all units and exchangeable shares one‑for‑one for new Class A shares.

When are the security holder meetings for the arrangement (BBU)?

Special meetings are scheduled for January 13, 2026; the record date is November 25, 2025.

Where will the new Class A shares trade after completion (BBU)?

They are expected to list on the Toronto Stock Exchange and New York Stock Exchange.

What agreements change upon completion of the arrangement (BBU)?

The 2016 registration rights agreement and a 2024 rights agreement terminate; the 2024 voting agreement will be amended as described.

What is the baseline count of BBU units outstanding cited (BBU)?

The filing references 88,675,926 BBU units outstanding as of November 6, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

11/06/2025

(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)

67.8 %

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 88,675,926 Units of the Issuer outstanding as of November 6, 2025. 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 76.0%.

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)

67.8 %

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 88,675,926 Units of the Issuer outstanding as of November 6, 2025. 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 76.0%.

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)

24.5 %

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 88,675,926 Units of the Issuer outstanding as of November 6, 2025. 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 36.8%.

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)

11.0 %

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 88,675,926 Units of the Issuer outstanding as of November 6, 2025. 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 20.7%.

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 88,675,926 Units of the Issuer outstanding as of November 6, 2025. 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. 10 (this "Amendment No. 10") to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 9 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 10. 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. 10.
Item 4.	Purpose of Transaction
	Item 4 of the original Schedule 13D is hereby supplemented as follows: On November 6, 2025, BBU, BBUC and 1559985 B.C. Ltd. entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Arrangement") to simplify BBU's and BBUC's corporate structure by converting BBU and BBUC into a single publicly traded corporate entity (the "Corporation"). The Arrangement will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Arrangement is subject to a number of conditions, including BBU and BBUC security holder approvals and approval by the British Columbia Supreme Court. A special meeting of BBU unitholders and a special meeting of BBUC shareholders have been called for January 13, 2026, and security holders of record as of close of business on November 25, 2025 will be entitled to vote at the meetings. Pursuant to the Arrangement, all Units, BBUC exchangeable shares and REUs of Brookfield Business L.P. will be exchanged for newly issued class A shares of the Corporation ("Corporation Class A Shares") on a one-for-one basis. In addition, the special limited partnership units of Brookfield Business L.P., which are held by a subsidiary of Brookfield Asset Management Ltd., will be exchanged for special non-voting incentive shares of the Corporation ("Corporation Special Shares") on a one-for-one basis. BN will also exchange its share of Brookfield Business Partners Limited, the general partner of BBU, for class B multiple voting shares of the Corporation ("Corporation Class B Shares"). The newly issued Corporation Class A Shares are expected to be listed on the Toronto Stock Exchange and New York Stock Exchange. Following completion of the Arrangement, BN, BNT and their respective subsidiaries and related parties are expected to own 142,552,877 Corporation Class A Shares, representing 67.8% of the issued and outstanding Corporation Class A Shares, 4 Corporation Class B Shares, representing 100% of all issued and outstanding Corporation Class B Shares, and 4 Corporation Special Shares, representing 100% of all issued and outstanding Corporation Special Shares. Further information regarding the Arrangement will be contained in a joint management information circular of BBU and BBUC. Subject to the receipt of all required approvals, it is anticipated that the Arrangement will be completed in the first quarter of 2026. The foregoing description of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the full text of the arrangement agreement, dated November 6, 2025, a copy of which was filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 6, 2025 and incorporated herein by reference.
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 88,675,926 outstanding as of November 6, 2025, 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.
(b)	Item 5(b) of Schedule 13D is hereby amended and restated as follows: The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference.
(c)	Item 5(c) of Schedule 13D is hereby amended and restated as follows: 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 since Amendment No. 9 to the Schedule 13D was filed on September 29, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the original Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 10 is hereby incorporated by reference. Upon completion of the Arrangement, the registration rights agreement dated June 1, 2016 between BBU and BN and the amended and restated rights agreement dated December 23, 2024 between BN and Wilmington Trust, National Association will automatically terminate. Upon completion of the Arrangement, the voting agreement dated September 26, 2024 between BN and BNT is expected be amended to provide that all decisions to be made with respect to the voting of the Corporation 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 Corporation Class A Shares subject to financing arrangements between the applicable BNT subsidiary and wholly-owned subsidiaries of BN.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the original Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 Arrangement Agreement, dated November 6, 2025 (filed as Exhibit 99.1 to the Issuer's Form 6-K on November 6, 2025, and 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:	11/07/2025

BAM PARTNERS TRUST

Signature:	/s/ Kathy Sarpash
Name/Title:	Kathy Sarpash, Secretary, BAM CLASS B PARTNERS INC., trustee to BAM PARTNERS TRUST
Date:	11/07/2025

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:	11/07/2025

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:	11/07/2025

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:	11/07/2025