[SCHEDULE 13D/A] Brookfield Business Corp SEC Filing

Rhea-AI Filing Summary

Brookfield Business Corporation (BBUC): Schedule 13D/A update—Brookfield Corporation and affiliates report beneficial ownership of 47,244,876 Class A shares, representing 67.5% of the class based on 69,996,738 shares outstanding as of November 6, 2025.

The filing outlines a proposed court-approved arrangement to combine Brookfield Business Partners (BBU) and BBUC into a single publicly traded corporation. All BBU units, BBUC Class A shares and certain Holding LP units would be exchanged on a one‑for‑one basis for new Class A shares of the combined company, expected to list on the TSX and NYSE. Special Holding LP units would convert into special non‑voting incentive shares on a one‑for‑one basis, and BN would 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. Post‑completion, BN, BNT and related parties are expected to own 142,552,877 Class A shares (67.8%), plus 4 Class B and 4 Special shares.

Insights

Corporate actions analyst

Brookfield updates control stake and details a one-for-one consolidation plan.

Brookfield Corporation and affiliates report control of 47,244,876 BBUC Class A shares, or 67.5%, anchored to an outstanding base of 69,996,738 shares as of Nov 6, 2025. The amendment adds a proposed arrangement to merge BBU and BBUC into a single public corporation via a court‑approved plan, with securities exchanged on a one‑for‑one basis.

Completion is conditioned on BBU and BBUC security holder approvals and approval by the British Columbia Supreme Court. A special meeting is scheduled for Jan 13, 2026 with a record date of Nov 25, 2025. Upon closing, certain registration and rights agreements will terminate, and a voting agreement will be amended as described.

If completed, BN, BNT and related parties are expected to hold 142,552,877 Class A shares (67.8%), plus 4 Class B and 4 Special shares. Actual impact depends on approvals and execution of the arrangement.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

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. 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)

67.5 %

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" or "BBUC 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 69,996,738 as of November 6, 2025.

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)

67.5 %

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 69,996,738 as of November 6, 2025.

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)

33.1 %

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 69,996,738 as of November 6, 2025.

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. 4 (this "Amendment No. 4") amends and supplements the Schedule 13D originally filed on March 24, 2022 (and as amended through Amendment No. 3 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 4. 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. 4.
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 BBU limited partnership units, BBUC Class A Shares and redemption-exchange units of Brookfield Business L.P. ("Holding LP") 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 Holding LP, 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)	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 69,996,738 outstanding as of November 6, 2025, 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.
(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 herein, there have been no transactions by the Reporting Persons in the Class A Shares since Amendment No. 3 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. 4 is hereby incorporated by reference. Upon completion of the Arrangement, the registration rights agreement dated March 15, 2022 between BBU, BBUC 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

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 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:	11/07/2025

BROOKFIELD BUSINESS PARTNERS LIMITED

Signature:	/s/ Jane Sheere
Name/Title:	Jane Sheere, Secretary
Date:	11/07/2025