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Brookfield Renewable (NYSE: BEPC) plans single BEP Inc. structure

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Brookfield Corporation and affiliated entities report beneficial ownership of 44,813,835 Brookfield Renewable Corporation (BEPC) Class A exchangeable subordinate voting shares, representing 24.1% of the 150,879,577 BEPC Shares outstanding as of July 21, 2026. This total includes BEPC Shares issuable upon exchange of Class A.2 exchangeable non-voting shares, which are subject to an Ownership Cap currently permitting exchange of up to 15,838,188 Class A.2 Shares into BEPC Shares. Brookfield Renewable Partners L.P. and its affiliates beneficially own all of BEPC’s Class B multiple voting shares, representing a 75% voting interest.

The amendment also describes a proposed transaction under a court-approved plan of arrangement to convert Brookfield Renewable Partners L.P. (BEP) and BEPC into a single Canadian public corporation, BEP Inc. All BEPC Shares, L.P. Units, Class A.2 Shares and certain partnership units would be exchanged on a one-for-one basis for BEP Inc. Class A shares. Based on current ownership, Brookfield and its subsidiaries are expected to own 305,366,071 BEP Inc. Class A Shares (about 44.9% of that class, or 57.7% if the BEPC Share Exchange does not occur) and 30,014 BEP Inc. Class B Shares, representing 100% of that class. Completion is subject to security holder and court approvals, with meetings scheduled for October 14, 2026 and anticipated closing in the fourth quarter of 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

The proposed conversion remains subject to approvals, but it can proceed if BEP unitholders approve and BEPC shareholders do not; in that case, the BEPC Share Exchange would not occur.

Beneficial ownership 44,813,835 BEPC Shares Brookfield Corporation and BAM Partners Trust beneficial ownership reported
Ownership percentage 24.1% Percentage of BEPC Shares based on 150,879,577 shares outstanding as of July 21, 2026
Shares outstanding 150,879,577 BEPC Shares Aggregate BEPC Class A exchangeable subordinate voting shares as of July 21, 2026
Exchangeable Class A.2 limit 15,838,188 Class A.2 Shares Class A.2 Shares that may be exchanged into BEPC Shares due to the Ownership Cap
Post-transaction BEP Inc. Class A 305,366,071 BEP Inc. Class A Shares Expected holdings of Brookfield and subsidiaries, 44.9% of Class A after completion
Post-transaction BEP Inc. Class B 30,014 BEP Inc. Class B Shares Expected holdings of Brookfield and subsidiaries, 100% of Class B
Class I incentive shares 3,977,260 BEP Inc. Class I Shares Expected to be owned by Brookfield Asset Management Ltd. and its subsidiaries
Current BEPC voting interest 75% voting interest Held through all issued and outstanding Class B multiple voting shares
Class A exchangeable subordinate voting shares financial
"Title of Class of Securities: Class A exchangeable subordinate voting shares, no par value"
plan of arrangement regulatory
"The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Ownership Cap financial
"Class A.2 Shares held by Brookfield Renewable Holdings Corporation that are subject to the Ownership Cap"
multiple voting shares financial
"class B multiple voting shares of the Issuer ("Class B Shares"), which represent a 75% voting interest"
Shares that carry more votes per share than regular shares, giving their holders greater control over corporate decisions such as board elections and major strategic moves. For investors this matters because a small group holding multiple voting shares can steer the company’s direction irrespective of economic ownership, similar to a few people holding the keys to a car even if many others own parts of it, which affects governance risk and influence on value.
Beneficially Owned financial
"Number of Shares Beneficially Owned by Each Reporting Person With: Shared Voting Power 44,813,835.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Business Corporations Act (British Columbia) regulatory
"pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia)"
A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What ownership stake in BEPC does Brookfield Corporation report in this Schedule 13D/A amendment for BEPC?

Brookfield Corporation and related entities report beneficial ownership of 44,813,835 BEPC Shares, representing 24.1% of the 150,879,577 BEPC Shares outstanding as of July 21, 2026, including shares issuable upon exchange of Class A.2 exchangeable shares subject to an Ownership Cap.

How many Brookfield Renewable Corporation (BEPC) shares are outstanding as of July 21, 2026?

As of July 21, 2026, there are 150,879,577 Brookfield Renewable Corporation (BEPC) Class A exchangeable subordinate voting shares outstanding. The reported ownership percentages in the amendment, including Brookfield’s 24.1% stake, are calculated using this aggregate outstanding share count.

What is the planned corporate structure transaction involving BEP, BEPC and BEP Inc. described for BEPC?

Brookfield Renewable Partners L.P., BEPC and Brookfield Renewable Partners Inc. agreed to implement a plan of arrangement to simplify the structure by converting BEP and BEPC into a single Canadian public company, BEP Inc., with key securities exchanged one-for-one into BEP Inc. shares.

After the transaction, what will Brookfield and its subsidiaries own in BEP Inc. according to the BEPC filing?

Based on current holdings, Brookfield and its subsidiaries are expected to own 305,366,071 BEP Inc. Class A Shares, about 44.9% of that class (or 57.7% if the BEPC Share Exchange does not occur), plus 30,014 BEP Inc. Class B Shares, representing 100% of that class.

What is the current voting control structure of Brookfield Renewable Corporation (BEPC)?

Brookfield Renewable Partners L.P. and its affiliates beneficially own all of BEPC’s Class B multiple voting shares, which represent a 75% voting interest in the issuer. This multiple voting share class gives them significant voting control relative to their economic stake in BEPC’s Class A shares.

When will BEPC and BEP security holders vote on the BEP Inc. transaction and when is closing expected?

A special meeting of BEP unitholders and a special meeting of BEPC shareholders are scheduled for October 14, 2026, with holders of record on August 21, 2026 entitled to vote. Subject to all required approvals, completion is anticipated in the fourth quarter of 2026.

Have there been recent transactions in BEPC shares by the reporting persons in this amendment?

The amendment states that, except for matters described in the transaction section, there have been no transactions in BEPC Shares by the reporting persons during the past 60 days. Existing positions largely arise from previously acquired BEPC Shares and exchangeable Class A.2 shares.





11285B108

(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)
07/21/2026

(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).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, Brookfield Corporation ("Brookfield") beneficially owns (i) class A.2 exchangeable non-voting shares of Brookfield Renewable Holdings Corporation ("Class A.2 Shares") held as follows and that are subject to the Ownership Cap (as previously described in Item 4 of Amendment No. 7 to Schedule 13D): 2,758,183 Class A.2 Shares held by Brookfield Renewable Power Inc. ("BRPI"), 3,000,000 Class A.2 Shares held by BRPI Holding Inc. ("BRPIH"), 100,000 Class A.2 Shares held by Brookfield Investments Corporation ("BIC"), 28,761,500 Class A.2 Shares held by BIC Holdings LP, a subsidiary of BIC, and 100,000 Class A.2 Shares held by Brookfield Corporate Holdings Ltd., each of which is a subsidiary of Brookfield, and (ii) 10,094,152 class A exchangeable subordinate voting shares (the "BEPC Shares") of Brookfield Renewable Corporation (the "Issuer" or "BEPC") held by subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to Brookfield ("BNT"), that are subject to the terms of the Voting Agreement (as previously described in Item 6 of Amendment No. 7 to Schedule 13D). As of the date of this Amendment No. 8 to Schedule 13D, the total number of Class A.2 Shares that may be exchanged into BEPC Shares due to the Ownership Cap is 15,838,188. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026. Percentage ownership would be 15.6% assuming only 15,838,188 Class A.2 Shares are exchanged into 15,838,188 BEPC Shares due to the Ownership Cap and the Voting Agreement. Brookfield Renewable Partners L.P. and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer ("Class B Shares"), which represent a 75% voting interest in the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes (i) BEPC Shares that may be issued to Brookfield upon exchange of Class A.2 Shares without giving effect to the Ownership Cap and (ii) BEPC Shares held by subsidiaries of BNT. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount represents BEPC Shares that may be issued to BRPI and its subsidiary, BRPIH, upon exchange of Class A.2 Shares. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount represents BEPC Shares that may be issued to BIC and BIC Holdings LP upon exchange of Class A.2 Shares. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026.


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Brookfield Renewable Partners L.P. and its affiliates beneficially own all of the issued and outstanding Class B Shares, which represent a 75% voting interest in the Issuer.


SCHEDULE 13D


BROOKFIELD CORPORATION
Signature:/s/ Swati Mandava
Name/Title:Swati Mandava, Managing Director, Legal and Regulatory
Date:07/23/2026
BAM PARTNERS TRUST
Signature:by its trustee, BAM CLASS B PARTNERS INC., /s/ Kathy Sarpash
Name/Title:Kathy Sarpash, Secretary
Date:07/23/2026
BROOKFIELD RENEWABLE POWER INC.
Signature:/s/ Jennifer Mazin
Name/Title:Jennifer Mazin, Co-President, General Counsel and Corporate Secretary
Date:07/23/2026
BROOKFIELD INVESTMENTS CORPORATION
Signature:/s/ Kathy Sarpash
Name/Title:Kathy Sarpash, Senior Vice President, General Counsel and Secretary
Date:07/23/2026
BROOKFIELD RENEWABLE PARTNERS LIMITED
Signature:/s/ James Bodi
Name/Title:James Bodi, President
Date:07/23/2026
BROOKFIELD RENEWABLE PARTNERS L.P.
Signature:by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED, /s/ James Bodi
Name/Title:James Bodi, President
Date:07/23/2026