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

Rhea-AI Filing Summary

Brookfield Business Corporation reporting persons amended their Schedule 13D to disclose related-party financing that moved 24,289,723 Class A exchangeable subordinate voting shares to paired-entity subsidiaries in exchange for $400,000,000 in cash. The transfers occurred on September 26 and September 29, 2025, and the transferring Brookfield subsidiaries have an obligation to repurchase the transferred shares on June 22, 2026 and June 25, 2026 (or earlier if the arrangements terminate) at the transfer value plus a return at a rate of SOFR+1.40% per annum. While the BNT-party subsidiaries hold the Subject Securities, the BN parties retain the right to direct all voting decisions for those shares unless an event of default occurs. The combined beneficial ownership reported for the Brookfield reporting persons is 47,244,876 Class A Shares, representing 67.5% of outstanding Class A shares based on 69,996,738 total as of September 26, 2025.

Positive

• $400,000,000 cash raised through the Subject Securities Transfer providing liquidity to BN parties
• Voting control preserved by BN parties who retain the right to direct voting of the transferred shares unless default occurs
• Material ownership disclosed: 47,244,876 Class A Shares reported, representing 67.5% of outstanding Class A shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Brookfield raised $400M via intra-group financing using 24.29M Class A shares as collateral while preserving voting control.

This amendment discloses a structured financing where BN subsidiaries transferred 24,289,723 Class A shares to paired-entity BNT subsidiaries for $400,000,000 in cash with a contractual repurchase obligation at the transfer value plus SOFR+1.40% interest. From an investor perspective this provides liquidity to BN-affiliated entities without relinquishing voting influence, since voting rights remain with BN unless a default occurs. The filing also reconfirms that Brookfield-related parties beneficially own 47,244,876 Class A shares (67.5%). This transaction is material to capital structure and ownership transparency.

Corporate Governance Expert

TL;DR: The financing preserves de facto control while altering economic exposure among related Brookfield entities.

The amendment reveals that economic title to 24.29M Class A shares moved between affiliated entities but BN retains voting direction of those shares absent default. For governance analysis, this maintains centralized voting control by Brookfield reporting persons and keeps the public disclosure of beneficial ownership intact at 67.5% of Class A shares. The arrangement raises governance questions about separation of economic and voting rights, but the filing documents both the transfer mechanics and the voting arrangement explicitly.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

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. 11259V106

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 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:

*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") 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"). **Percentage ownership is based on an aggregate number of outstanding Class A Shares of 69,996,738 as of September 26, 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:

* Includes 47,244,876 Class A Shares beneficially owned by BN and includes Class A Shares held by wholly-owned subsidiaries of BNT. ** Percentage ownership is based on an aggregate number of outstanding Class A Shares of 69,996,738 as of September 26, 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 23,535,005.00
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)

33.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

* Percentage ownership is based on an aggregate number of outstanding Class A Shares of 69,996,738 as of September 26, 2025.

SCHEDULE 13D

CUSIP No. 11259V106

1

Name of reporting person

BROOKFIELD BUSINESS PARTNERS L.P.

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:

* 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:

* 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. 3 (this "Amendment No. 3") amends and supplements the Schedule 13D originally filed on March 24, 2022 (and as amended through Amendment No. 2 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 3. 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. 3.
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 Class A 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 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 September 26, 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.
(c)	(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 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

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 BUSINESS PARTNERS L.P.

Signature:	/s/ Jane Sheere
Name/Title:	Jane Sheere, Secretary, BROOKFIELD BUSINESS PARTNERS LIMITED, general partner of BROOKFIELD BUSINESS PARTNERS L.P.
Date:	09/29/2025

BROOKFIELD BUSINESS PARTNERS LIMITED

Signature:	/s/ Jane Sheere
Name/Title:	Jane Sheere, Secretary
Date:	09/29/2025

FAQ

What did Brookfield disclose in this Schedule 13D/A for BBUC?

The filing discloses that BN-party subsidiaries transferred 24,289,723 Class A shares to BNT-party subsidiaries for $400,000,000 and that BN retains voting rights over those shares absent default.

How much of BBUC's Class A shares do Brookfield reporting persons beneficially own?

The reporting persons beneficially own 47,244,876 Class A shares, representing 67.5% of the 69,996,738 outstanding Class A shares used for the calculation.

What are the financial terms for repurchasing the transferred shares?

The BN parties are obligated to repurchase the transferred shares on June 22, 2026 and June 25, 2026 (as applicable) at the transfer value plus a return calculated at SOFR+1.40% per annum.

Do the transfers affect who controls voting of the shares?

No. Unless an event of default occurs under the financing arrangements, the BN parties have the right to direct all voting decisions with respect to the transferred Subject Securities while held by the BNT parties.