Brookfield Business Corporation (BBUC) holders detail 68.5% Class A stake

Rhea-AI Filing Summary

Brookfield Business Corporation’s major shareholders updated their ownership disclosure in this Amendment No. 5 to Schedule 13D. On January 16, 2026, wholly owned subsidiaries of Brookfield Corporation terminated prior financing arrangements with subsidiaries of Brookfield Wealth Solutions Ltd. and, in connection with that termination, the BNT parties transferred 24,289,723 Class A exchangeable subordinate voting shares to Brookfield Corporation subsidiaries for a cash payment of $406,615,283.33.

Following these changes, Brookfield Corporation and BAM Partners Trust each report beneficial ownership of 47,244,876 Class A shares, representing 68.5% of the Class A shares outstanding, based on 68,977,473 Class A shares outstanding as of January 15, 2026. BPEG BN Holdings LP reports beneficial ownership of 23,180,542 Class A shares, or 33.6% of that class. Brookfield Business Partners L.P. and its affiliates beneficially own all issued and outstanding Class B multiple voting shares, representing a 75% voting interest in the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Brookfield Business Corporation

(Name of Issuer)

Class A exchangeable subordinate voting shares, no par value

(Title of Class of Securities)

11259V106

(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. 11259V106

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 47,244,876.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,244,876.00

11

Aggregate amount beneficially owned by each reporting person

47,244,876.00

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, this amount for Brookfield Corporation ("BN") includes 36,927,129 class A exchangeable subordinate voting shares (the "Class A Shares") of Brookfield Business Corporation (the "Issuer" or "BBUC") held by BPEG BN Holdings LP ("BPEG") and other subsidiaries of BN and 10,317,742 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 68,977,473 as of January 15, 2026.

SCHEDULE 13D

CUSIP No. 11259V106

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 47,244,876.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,244,876.00

11

Aggregate amount beneficially owned by each reporting person

47,244,876.00

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, this amount includes 47,244,876 Class A Shares beneficially owned by BN and includes 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 68,977,473 as of January 15, 2026.

SCHEDULE 13D

CUSIP No. 11259V106

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)

33.6 %

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 number of outstanding Class A Shares of 68,977,473 as of January 15, 2026.

SCHEDULE 13D

CUSIP No. 11259V106

1

Name of reporting person

BROOKFIELD BUSINESS PARTNERS 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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

In reference to Row 13 above, Brookfield Business Partners L.P. ("BBU") and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer.

SCHEDULE 13D

CUSIP No. 11259V106

1

Name of reporting person

BROOKFIELD BUSINESS PARTNERS LIMITED

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

In reference to Row 13 above, Brookfield Business Partners Limited is the general partner of BBU. BBU and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A exchangeable subordinate voting shares, no par value
(b)	Name of Issuer: Brookfield Business Corporation
(c)	Address of Issuer's Principal Executive Offices: 250 VESEY STREET, 15TH FLOOR, NEW YORK, NEW YORK , 10281.
Item 1 Comment: Explanatory Note This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Schedule 13D originally filed on March 24, 2022 (and as amended through Amendment No. 4 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 5. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. 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. 5.
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. 3 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)	Item 5(a) - (c) of the original Schedule 13D is hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the Class A Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of 68,977,473 outstanding as of January 15, 2026, and includes (as applicable) 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 described in Item 4 of Amendment No. 1.
(c)	Other than the transactions described in Item 4 herein, there have been no transactions by the Reporting Persons in the Class A Shares 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

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 BUSINESS PARTNERS LP

Signature:	/s/ Jane Sheere
Name/Title:	Jane Sheere, Secretary, BROOKFIELD BUSINESS PARTNERS LIMITED, general partner of BROOKFIELD BUSINESS PARTNERS L.P.
Date:	01/16/2026

BROOKFIELD BUSINESS PARTNERS LIMITED

Signature:	/s/ Jane Sheere
Name/Title:	Jane Sheere, Secretary
Date:	01/16/2026

FAQ

What change in Brookfield Business Corporation (BBUC) ownership does this Schedule 13D/A report?

The filing reports that on January 16, 2026, wholly owned subsidiaries of Brookfield Corporation terminated certain financing arrangements with subsidiaries of Brookfield Wealth Solutions Ltd. In connection with this termination, the BNT parties transferred 24,289,723 Class A exchangeable subordinate voting shares of Brookfield Business Corporation to Brookfield Corporation subsidiaries for a cash payment of $406,615,283.33.

How many Brookfield Business Corporation Class A shares does Brookfield Corporation now beneficially own?

Brookfield Corporation reports beneficial ownership of 47,244,876 Class A exchangeable subordinate voting shares of Brookfield Business Corporation. This amount includes 36,927,129 Class A shares held by BPEG BN Holdings LP and other Brookfield Corporation subsidiaries and 10,317,742 Class A shares held by wholly owned subsidiaries of Brookfield Wealth Solutions Ltd.

What percentage of Brookfield Business Corporation’s Class A shares is held by Brookfield Corporation and BAM Partners Trust?

Both Brookfield Corporation and BAM Partners Trust report beneficial ownership of 47,244,876 Class A shares, which represents 68.5% of Brookfield Business Corporation’s Class A exchangeable subordinate voting shares, based on 68,977,473 Class A shares outstanding as of January 15, 2026.

What is BPEG BN Holdings LP’s stake in Brookfield Business Corporation Class A shares?

BPEG BN Holdings LP reports beneficial ownership of 23,180,542 Class A exchangeable subordinate voting shares of Brookfield Business Corporation. This represents 33.6% of the Class A shares, based on 68,977,473 Class A shares outstanding as of January 15, 2026.

What voting interest do Brookfield Business Partners L.P. and its affiliates hold in Brookfield Business Corporation?

Brookfield Business Partners L.P. (BBU) and its affiliates report that they beneficially own all of the issued and outstanding Class B multiple voting shares of Brookfield Business Corporation. These Class B shares represent a 75% voting interest in the issuer, even though BBU reports owning 0 Class A exchangeable subordinate voting shares.

Have there been any other Brookfield Business Corporation share transactions by these reporting persons in the last 60 days?

The reporting persons state that, other than the transactions described in Item 4 of this amendment (the January 16, 2026 termination of financing arrangements and related share transfer), there have been no transactions in Brookfield Business Corporation Class A shares by them during the past 60 days.