[SCHEDULE 13D/A] Brookfield Business Partners L.P. SEC Filing

Rhea-AI Filing Summary

Brookfield-related reporting persons disclosed Amendment No. 9 to their Schedule 13D for Brookfield Business Partners L.P. (Class: Limited Partnership Units). The filing reports that on September 26 and 29, 2025, subsidiaries of Brookfield Corporation transferred an aggregate of 24,289,723 BBUC exchangeable shares to subsidiaries of Brookfield Wealth Solutions Ltd. in financing arrangements in exchange for $400,000,000 in cash. The transferred shares are subject to repurchase by the transferring parties on June 22, 2026 and June 25, 2026 (or earlier on termination) at the transfer price plus a return at SOFR+1.40% per annum. The filing states the BN group collectively beneficially owns 142,552,877 units (67.8%) of the issuer on an assumed fully-exchanged basis, based on approximately 88,675,926 outstanding Units as of September 26, 2025. While the BN parties received cash, they retained the right to direct voting of the transferred securities absent default.

Positive

• $400,000,000 cash raised via financing against 24,289,723 BBUC exchangeable shares, providing liquidity to BN subsidiaries

Negative

• High ownership concentration: reporting group beneficially owns 142,552,877 units (67.8%) on a fully‑exchanged basis, centralizing control

Insights

Financial Analyst

TL;DR: Brookfield moved $400M of BBUC exchangeable shares into short‑term financing while retaining voting control, concentrating ownership in the BN group.

The transactions are financing arrangements rather than outright sales: 24,289,723 BBUC exchangeable shares were transferred for $400 million with repurchase obligations in June 2026 at SOFR+1.40%. This structure provides near‑term liquidity to BN subsidiaries while preserving voting control absent default, which maintains Brookfield's governance influence over BBU. The filing reports a consolidated beneficial stake of 142,552,877 units representing 67.8% on a fully-exchanged basis, indicating material ownership concentration that is likely determinative for corporate actions.

Corporate Governance Expert

TL;DR: Governance control remains with Brookfield despite the financing transfers; high ownership concentration poses governance centralization.

The arrangement explicitly preserves BN parties' right to direct voting of the transferred Subject Securities unless an event of default occurs, which means economic collateralization did not dilute voting control. With an asserted beneficial ownership of 67.8% (assuming full exchange of REUs and BBUC shares), the reporting group effectively controls the issuer’s unit vote outcomes. The filing discloses timing and contractual repurchase obligations, which are important for assessing near-term control stability and potential creditor-style encumbrances on equity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

09/26/2025

(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 Corp /ON/

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 amounts for Brookfield Corporation ("BN") includes (i) 374,533 limited partnership units ("Units") of Brookfield Business Partners L.P. (the "Issuer") 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 September 26, 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 September 26, 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 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 September 26, 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 23,535,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,535,005.00

11

Aggregate amount beneficially owned by each reporting person

23,535,005.00

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 23,535,005 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 September 26, 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 21.0%.

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 September 26, 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. 9 (this "Amendment No. 9") to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 8 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 9. 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. 9.
Item 4.	Purpose of Transaction
	Item 4 of the original Schedule 13D is hereby supplemented as follows: On September 26, 2025 and September 29, 2025, wholly-owned subsidiaries of BN (the "BN Parties") entered into financing arrangements with wholly-owned subsidiaries of BNT, a paired entity to BN (the "BNT Parties"), pursuant to which the BN Parties transferred an aggregate of 24,289,723 BBUC exchangeable shares (collectively, the "Subject Securities") to the BNT Parties (the "Subject Securities Transfer") in exchange for an aggregate cash payment of $400,000,000 (the "Transfer Value"). The BN Parties are obligated to repurchase the Subject Securities that were transferred to the BNT Parties on September 26, 2025 and September 29, 2025 on June 22, 2026 and June 25, 2026, respectively or such earlier dates that these arrangements are terminated in accordance with their terms, at a price equal to the portion of the Transfer Value paid for the applicable Subject Securities plus a return calculated at a rate of SOFR+1.40% per annum. Unless an event of default has occurred under the financing arrangements, the BN Parties have the right to direct all decisions to be made with respect to voting of the Subject Securities while held by the BNT Parties
Item 5.	Interest in Securities of the Issuer
(a)	Item 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 September 26, 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. 9, 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 Corp /ON/

Signature:	/s/ Swati Mandava
Name/Title:	Swati Mandava, Managing Director, Legal and Regulatory
Date:	09/29/2025

BAM PARTNERS TRUST

Signature:	/s/ Kathy Sarpash
Name/Title:	Kathy Sarpash, Secretary, BAM CLASS B PARTNERS INC., trustee to BAM PARTNERS TRUST
Date:	09/29/2025

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:	09/29/2025

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:	09/29/2025

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:	09/29/2025

FAQ

What did Brookfield report in the SCHEDULE 13D/A for BBU?

The filing reports financing transfers of 24,289,723 BBUC exchangeable shares for $400,000,000 and updates beneficial ownership figures.

How much cash was received for the transferred exchangeable shares?

The BN parties received an aggregate cash payment of $400,000,000 for the Subject Securities.

When must the BN parties repurchase the transferred shares?

Repurchase dates are specified as June 22, 2026 and June 25, 2026, or earlier upon termination under the arrangements.

Does Brookfield retain voting control of the transferred shares?

Yes; unless an event of default occurs, the BN parties have the right to direct all voting decisions for the Subject Securities while held by the BNT parties.

What percent of BBU does the Brookfield group beneficially own after the amendment?

The filing states an aggregate beneficial ownership of 142,552,877 units, representing 67.8% of the class on a fully‑exchanged basis based on ~88,675,926 outstanding Units as of September 26, 2025.