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Brookfield Renewable Partners (NYSE: BEP) plans corporate simplification into BEP Inc.

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

Rhea-AI Filing Summary

Brookfield Corporation, BAM Partners Trust and related entities report beneficial ownership equivalent to 320,608,493 Brookfield Renewable Partners L.P. (BEP) units, representing 47.1% of the class on an as-converted basis through L.P. Units, BRELP exchangeable units, BEPC shares and Class A.2 shares.

They describe an arrangement agreement among BEP, Brookfield Renewable Corporation (BEPC) and Brookfield Renewable Partners Inc. (BEP Inc.) to simplify the structure by converting BEP and BEPC into a single Canadian publicly traded corporation. All L.P. Units, BEPC Shares, Class A.2 Shares and BRELP redemption‑exchange units are to be exchanged one-for-one for BEP Inc. Class A subordinate voting shares, with associated general partner interests exchanged for BEP Inc. Class B and Class I shares.

After completion, based on current ownership, Brookfield and its subsidiaries are expected to hold 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 Class B multiple voting shares, all of that class. A special meeting of BEP unitholders and BEPC shareholders is set for October 14, 2026, with record date August 21, 2026, and completion is anticipated in the fourth quarter of 2026.

Positive

  • None.

Negative

  • None.
Beneficial ownership equivalent 320,608,493 L.P. Units Brookfield Corporation and BAM Partners Trust beneficial ownership, representing 47.1% of class
Ownership percentage (as-converted) 47.1% Percent of BEP class represented by 320,608,493 units equivalent
L.P. Units outstanding 300,111,626 BEP L.P. Units outstanding as of July 21, 2026
BRELP exchangeable units 194,487,939 Outstanding redeemable/exchangeable partnership units of BRELP assumed exchangeable one-for-one
BEPC Shares 150,879,577 Outstanding BEPC class A exchangeable subordinate voting shares assumed exchangeable one-for-one
Class A.2 Shares 34,719,683 Outstanding Class A.2 exchangeable non-voting shares assumed exchangeable one-for-one
Expected BEP Inc. Class A for Brookfield 305,366,071 BEP Inc. Class A shares expected for Brookfield and subsidiaries after transaction, 44.9% of class
Expected BEP Inc. Class B for Brookfield 30,014 BEP Inc. Class B multiple voting shares, 100% of that class
beneficial ownership financial
"The information relating to the beneficial ownership of the L.P. Units"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
plan of arrangement regulatory
"The Transaction will be implemented pursuant to a court-approved plan of arrangement"
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.
redeemable/exchangeable partnership units financial
"redeemable/exchangeable partnership units of Brookfield Renewable Energy L.P. ("BRELP")"
multiple voting shares financial
"will be exchanged for class B multiple voting shares of BEP Inc."
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.
non-voting incentive shares financial
"will be exchanged for class I non-voting incentive shares of BEP Inc."

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

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FAQ

How much of Brookfield Renewable Partners (BEP) does Brookfield Corporation now report owning?

Brookfield Corporation and BAM Partners Trust report beneficial ownership equivalent to 320,608,493 BEP units, representing 47.1% of the class on an as-converted basis through units and related exchangeable securities.

What corporate simplification is planned for Brookfield Renewable Partners (BEP) and BEPC?

BEP, BEPC and BEP Inc. agreed to a court-approved plan of arrangement to convert BEP and BEPC into a single Canadian public company, BEP Inc., with existing units and shares exchanged one-for-one into BEP Inc. Class A shares.

What will Brookfield’s stake be in BEP Inc. after the transaction?

After completion, Brookfield and subsidiaries are expected to own 305,366,071 BEP Inc. Class A shares, about 44.9% of that class, plus 30,014 Class B shares, representing 100% of BEP Inc. Class B multiple voting shares.

When will Brookfield Renewable Partners (BEP) investors vote on the BEP Inc. transaction?

A special meeting of BEP unitholders and BEPC shareholders is scheduled for October 14, 2026. Security holders of record at the close of business on August 21, 2026 are entitled to vote on the proposed arrangement.

How many Brookfield Renewable Partners (BEP) L.P. Units are currently outstanding?

As of July 21, 2026, there were approximately 300,111,626 L.P. Units of Brookfield Renewable Partners L.P. outstanding. This figure is used as context for calculating various beneficial ownership percentages in the disclosure.

What ownership is expected for Brookfield Asset Management and BNT after the BEP Inc. reorganization?

Brookfield Asset Management Ltd. and subsidiaries are expected to own 3,977,260 BEP Inc. Class I shares, all of that class. BNT and its subsidiaries are expected to hold 15,242,422 BEP Inc. Class A shares, about 2.2% of that class if the share exchange occurs.





G16258108

(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, this amount includes 60,703,416 limited partnership units ("L.P. Units") of Brookfield Renewable Partners L.P. (the "Issuer" or "BEP") and 189,508,685 redeemable/exchangeable partnership units of Brookfield Renewable Energy L.P. ("BRELP") held by Brookfield Renewable Power Inc. ("BRPI"), a wholly-owned subsidiary of Brookfield Corporation ("Brookfield"), 4,979,254 redeemable/exchangeable partnership units of BRELP held by Brookfield Energy Marketing L.P. ("BEMLP"), a wholly-owned subsidiary of Brookfield, 441,363 L.P. Units held by Brookfield, 8,046,000 L.P. Units held by Brookfield Corporate Holdings III L.P. ("BCHIIILP"), a wholly-owned subsidiary of Brookfield, 6,967,670 L.P. Units held by BEP Holdings L.P., a wholly-owned subsidiary of Brookfield, and 5,148,270 L.P. Units owned 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 Amendment No. 7 to Schedule 13D. This amount also includes class A.2 exchangeable non-voting shares of Brookfield Renewable Holdings Corporation ("Class A.2 Shares") held as follows: 2,758,183 Class A.2 Shares held by BRPI, 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, 100,000 Class A.2 Shares held by Brookfield Corporate Holdings Ltd. and 3,000,000 Class A.2 Shares held by BRPI Holding Inc. ("BRPIH"), each of which is a subsidiary of Brookfield. This amount also includes 10,094,152 class A exchangeable subordinate voting shares ("BEPC Shares") of Brookfield Renewable Corporation ("BEPC") held by subsidiaries of BNT that are subject to the terms of the Voting Agreement as previously described in Amendment No. 7 to Schedule 13D. In reference to Row 13 above, as of July 21, 2026, there were approximately 300,111,626 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 150,879,577 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares beneficially owned by Brookfield and BNT, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.4%.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes L.P. Units, redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares beneficially owned by Brookfield and BNT. In reference to Row 13 above, as of July 21, 2026, there were approximately 300,111,626 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 150,879,577 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares beneficially owned by Brookfield and BNT, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.4%.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 60,703,416 L.P. Units and 189,508,685 redeemable/exchangeable partnership units of BRELP held by BRPI. This amount also includes 2,758,183 Class A.2 Shares held by BRPI, 4,979,254 redeemable/exchangeable partnership units of BRELP held by BEMLP and 3,000,000 Class A.2 Shares held by BRPIH. In reference to Row 13 above, as of July 21, 2026, there were approximately 300,111,626 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 150,879,577 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP and the Class A.2 Shares beneficially owned by BRPI, BRPIH and BEMLP are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 52.2%.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 28,761,500 Class A.2 Shares held by BIC Holdings LP and 100,000 Class A.2 Shares held by BIC. In reference to Row 13 above, as of July 21, 2026, there were approximately 300,111,626 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 150,879,577 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the Class A.2 Shares beneficially owned by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 8.8%.


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