UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-15160
BROOKFIELD CORPORATION
(Name of Registrant)
Brookfield Place
Suite 100
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F
x
Exhibit 99.1 of this Form 6-K shall be incorporated by reference
as an exhibit to the Registration Statement of Brookfield Corporation and Brookfield Finance Inc. on Form F-10 (File Nos. 333-292304 and 333-292304-04).
EXHIBIT INDEX
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Preliminary Canadian Term Sheet, dated September 21, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
BROOKFIELD CORPORATION |
| |
|
| Date: September 21, 2026 |
By: |
/s/ Swati Mandava |
| |
|
Name: |
Swati Mandava |
| |
|
Title: |
Managing Director, Legal & Regulatory and Corporate Secretary |
Exhibit 99.1
A final base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to
the documents are accessible through SEDAR+. Copies of the documents may be obtained from Deutsche Bank Securities Inc. at 1-800-503-4611
or by emailing prospectus.CPDG@db.com, or by calling BofA Securities, Inc. at 1-800-294-1322 or by emailing dg.prospectus_requests@bofa.com.
This document does not provide full disclosure of all material
facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf prospectus supplement
and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before
making an investment decision.
BROOKFIELD FINANCE INC.
US$[●]
[●]% NOTES DUE 2031
PRELIMINARY TERM SHEET
September 21,
2026
| Issuer: |
|
Brookfield Finance Inc. |
| Guarantor: |
|
Brookfield Corporation |
| Guarantee: |
|
The Notes (as defined below) will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Corporation. |
| Security: |
|
[●]% Senior Unsecured Notes due [●], 2031 (the “Notes”) |
| Format: |
|
SEC registered |
| Size: |
|
US$ Benchmark
One or more of the underwriters may sell to affiliates of Brookfield
Wealth Solutions Ltd. and/or certain other institutional investors US$[●] aggregate principal amount (if any) of the Notes at the
public offering price (for which no underwriting discount or commissions will be paid). |
| Trade Date: |
|
September 21, 2026 |
| Expected Settlement Date: |
|
September 23, 2026 (T+2) |
| Maturity Date: |
|
[●], 2031 |
| Coupon: |
|
[●]% |
| Interest Payment Dates: |
|
[●]
and [●], commencing [●], 2027 |
| Price to Public: |
|
[●]% |
| Benchmark Treasury: |
|
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).] |
| Benchmark Treasury Price & Yield: |
|
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.] |
| Spread to Benchmark Treasury: |
|
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.] |
| Yield: |
|
[●]% |
| Denominations: |
|
Initial denominations of US$2,000 and subsequent multiples of US$1,000 |
| Covenants: |
|
Change of control (put @ 101%)
Negative pledge
Consolidation, merger, amalgamation and sale of substantially all assets |
| Optional Redemption Provisions: |
|
|
| Make-Whole Call: |
|
Prior to [●], 20[●] (one month prior to maturity), treasury rate plus [●] basis points |
| Par Call: |
|
At any time on or after [●], 20[●] (one month prior to maturity), at 100% of the principal amount of the Notes to be redeemed |
| Use of Proceeds: |
|
The
net proceeds from the sale of the Notes will be used for general corporate purposes |
| CUSIP / ISIN: |
|
11271LAR3 / US11271LAR33 |
| Joint Book-Running Managers1: |
|
Deutsche Bank Securities Inc.
BofA Securities, Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc. |
1 This offering will be made in Canada by Merrill Lynch Canada Inc., a broker-dealer affiliate of BofA Securities, Inc.
Under Rule 15c6-1 under the U.S. Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may
be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery
hereunder should consult their own advisors.
The Notes will be issued as a separate series of debt securities
under a fourteenth supplemental indenture to be dated as of the date of the issuance of the Notes (the “Fourteenth Supplemental
Indenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Fourteenth
Supplemental Indenture, the “Indenture”), between Brookfield Finance Inc., Brookfield Corporation, as guarantor, and Computershare
Trust Company of Canada, as trustee. The foregoing is a summary of certain of the material attributes and characteristics of the Notes,
which does not purport to be complete and is qualified in its entirety by reference to the Indenture.
No PRIIPs or UK PRIIPs key information document (KID) has been prepared
as European Economic Area or UK retail investors are not targeted.
