Brookfield Wealth Solutions (BNT) details major indirect BREIT stake
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Brookfield Wealth Solutions Ltd. filed an initial ownership report for Brookfield Real Estate Income Trust Inc., showing large indirect holdings through BUSI II-C L.P. as of April 20, 2026.
The filing lists 2,942,096 shares of Class E Common Stock and 27,664,050 shares of Class I Common Stock held indirectly by BUSI II-C. A footnote explains that Brookfield Corporation ultimately controls Brookfield Wealth Solutions Ltd., BUSI II-C and related entities and is the ultimate beneficial owner of the shares held by BUSI II-C and other affiliates.
The filing also notes that, effective April 20, 2026, Brookfield Corporation completed an internal reorganization that changed which affiliated entities are included as reporting persons, and it states that Brookfield Wealth Solutions Ltd. disclaims beneficial ownership of securities beyond its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Brookfield Wealth Solutions Ltd.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class I Common Stock | -- | -- | -- |
| holding | Class E Common Stock | -- | -- | -- |
Holdings After Transaction:
Class I Common Stock — 27,664,050 shares (Indirect, Held by BUSI II-C L.P.);
Class E Common Stock — 2,942,096 shares (Indirect, Held by BUSI II-C L.P.)
Footnotes (1)
- These shares are held directly by BUSI II-C L.P. ("BUSI II-C"). Brookfield Corporation ("BCORP") indirectly owns and controls Brookfield Wealth Solutions Ltd. ("BNT"), BUSI II-C, BUSI II GP-C LLC ("BUSI II-C GP"), the general partner of BUSI II-C, BIM Capital LLC ("BIM") and Brookfield REIT Advisor LLC (the "Adviser") and is the ultimate beneficial owner of the shares directly held by BUSI II-C, BIM and the Adviser. BCORP and BNT have entered into a voting agreement as more fully discussed in the Amendment to Schedule 13D filed by BCORP, BNT, BUSI II-C, BIM and the Adviser on April 22, 2026. Effective April 20, 2026, BCORP underwent an internal reorganization, pursuant to which BNT became a reporting person and the following entities are no longer part of this Form 3: Brookfield Holdings Canada Inc., Brookfield Corporate Treasury Ltd., Brookfield Oaktree Holdings Canada Inc., Brookfield Oaktree Holdings, LLC, OCG NTR Holdings, LLC, OCG NTR Holdings Sub LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset Management Ltd., Brookfield Asset Management ULC, Brookfield US Holdings Inc., Brookfield US Inc., Brookfield Property Master Holdings LLC, Brookfield Property Group LLC and Brookfield Public Securities Group Holdings LLC. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of their respective pecuniary interests, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any.
Key Figures
Class E shares held: 2,942,096 shares
Class I shares held: 27,664,050 shares
Form type: Form 3
+2 more
5 metrics
Class E shares held
2,942,096 shares
Indirect Class E Common Stock via BUSI II-C as of April 20, 2026
Class I shares held
27,664,050 shares
Indirect Class I Common Stock via BUSI II-C as of April 20, 2026
Form type
Form 3
Initial statement of beneficial ownership under Section 16
Ten-percent owner status
Yes
Reporting person identified as a ten-percent owner
Unknown transaction entries
2
Holding-type entries with unknown transaction code in summary
Key Terms
pecuniary interests, beneficial owner, Section 16 of the Securities Exchange Act of 1934, voting agreement, +1 more
5 terms
pecuniary interests financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein"
beneficial owner regulatory
"shall not be deemed an admission that ... the Reporting Person is the beneficial owner of any equity securities"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
voting agreement regulatory
"BCORP and BNT have entered into a voting agreement as more fully discussed in the Amendment to Schedule 13D"
internal reorganization financial
"Effective April 20, 2026, BCORP underwent an internal reorganization, pursuant to which BNT became a reporting person"
FAQ
What does Brookfield Wealth Solutions Ltd.'s Form 3 for BNT show?
The Form 3 shows Brookfield Wealth Solutions Ltd. as a 10% owner, indirectly holding Class E and Class I shares through BUSI II-C L.P. It establishes baseline ownership under Section 16 without reporting any new share purchases, sales, or option exercises.
What internal reorganization is described in the Brookfield Form 3 footnotes?
Effective April 20, 2026, Brookfield Corporation completed an internal reorganization. As a result, Brookfield Wealth Solutions Ltd. became a reporting person, while several other Brookfield and Oaktree-related entities were removed from this Form 3, simplifying the group of entities listed for Section 16 reporting.
Does Brookfield Wealth Solutions Ltd. claim full beneficial ownership of all reported shares?
The filing states that the reporting person does not admit beneficial ownership of any equity securities beyond its pecuniary interest. It expressly disclaims beneficial ownership of the reported securities except to the extent of any economic interest it actually holds in those shares.