Alyeska reports 9.9% Brazil Potash (GRO) stake with capped warrants

Rhea-AI Filing Summary

Alyeska Investment Group and affiliates have disclosed a significant passive stake in Brazil Potash Corp. They report beneficial ownership of 5,283,342 shares of common stock, representing 9.9% of the class as of December 31, 2025, with shared voting and dispositive power over all reported shares.

The position includes 2,075,975 common shares and 3,050,000 PIPE common shares, plus pre-funded warrants for 4,550,000 shares and warrants for 7,600,000 shares. The warrants are subject to a 9.9% ownership cap, limiting exercisability to 157,367 shares based on 53,367,089 shares outstanding cited from a January 2, 2026 prospectus. The filing certifies the holdings are in the ordinary course of business and not for changing or influencing control.

Insights

Equity ownership and governance analyst

Alyeska discloses a capped 9.9% passive stake in Brazil Potash.

Alyeska Investment Group, Alyeska Fund GP, and Anand Parekh jointly report beneficial ownership of 5,283,342 Brazil Potash shares, equal to 9.9% of the common stock. All reported shares are subject to shared, not sole, voting and dispositive power, indicating coordinated control over this position.

The economic exposure spans common shares, PIPE shares, pre-funded warrants and 7,600,000 additional warrants. A built-in 9.9% ownership limitation caps warrant exercises so total holdings do not exceed that threshold, constraining how much of the derivative position can become outstanding stock at any time.

The stake is certified as acquired and held in the ordinary course of business and not for influencing control, which frames this as a passive institutional position rather than an activist campaign. Future ownership levels will depend on how Alyeska manages exercises within the 9.9% cap and any changes in Brazil Potash’s share count referenced in the January 2026 prospectus.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/17/2026 - 04:38 PM Learn about SEC filing dates

FAQ

What ownership stake did Alyeska report in Brazil Potash Corp. (GRO)?

Alyeska and related reporting persons disclosed beneficial ownership of 5,283,342 Brazil Potash common shares, representing 9.9% of the class as of December 31, 2025. They hold shared voting and dispositive power over all these reported shares.

Which entities are included in the Brazil Potash (GRO) Schedule 13G filing?

The Schedule 13G lists three reporting persons: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and individual Anand Parekh. Each reports the same 5,283,342 shares and 9.9% ownership, with their business addresses in Chicago, Illinois.

How is Alyeska’s Brazil Potash (GRO) position structured between shares and warrants?

The reporting persons beneficially own 2,075,975 common shares, 3,050,000 common PIPE shares, pre-funded warrants for 4,550,000 shares, and warrants for 7,600,000 shares. However, warrant exercises are restricted by a 9.9% ownership cap tied to the issuer’s outstanding shares.

What is the 9.9% ownership limitation on Brazil Potash (GRO) warrants?

The warrants can only be exercised into shares that keep total ownership at or below 9.9% of Brazil Potash’s outstanding common stock. As of December 31, 2025, this limits exercisability to 157,367 shares under the warrant agreement, based on 53,367,089 shares outstanding.

Does Alyeska’s Schedule 13G for Brazil Potash (GRO) indicate an activist intent?

The certification states the securities were acquired and are held in the ordinary course of business and not for changing or influencing control of Brazil Potash. It also notes they are not held in connection with any transaction having that control-changing purpose or effect.

How was the 9.9% Brazil Potash (GRO) ownership percentage calculated in the filing?

The 9.9% figure is based on 53,367,089 outstanding ordinary shares of Brazil Potash. That share count comes from the issuer’s prospectus filed on January 2, 2026, and is used to determine both reported beneficial ownership and the warrant exercisability cap.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brazil Potash Corp.

(Name of Issuer)

Common Stock no par value

(Title of Class of Securities)

10586A108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 10586A108

1

Names of Reporting Persons

Alyeska Investment Group, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,283,342.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,283,342.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,283,342.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 10586A108

1

Names of Reporting Persons

Alyeska Fund GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,283,342.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,283,342.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,283,342.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 10586A108

1

Names of Reporting Persons

Anand Parekh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,283,342.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,283,342.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,283,342.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Brazil Potash Corp.
(b)	Address of issuer's principal executive offices: 198 DAVENPORT ROAD, TORONTO, ONTARIO, CANADA, M2R 1J2
Item 2.
(a)	Name of person filing: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock no par value
(e)	CUSIP No.: 10586A108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,283,342
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 5,283,342
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 5,283,342
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	02/17/2026

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	02/17/2026

Exhibit Information

The reporting persons are the beneficial owners of 2,075,975 shares of common stock, 3,050,000 common PIPE shares of the Issuer, hold pre-funded warrants to purchase 4,550,000 shares of the Issuer's Class A common stock, and hold warrants to purchase 7,600,000 shares of the Issuer's Class A common stock, (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of December 31, 2025 the reporting persons may only exercise up to 157,367 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 53,367,089 outstanding shares of Ordinary Shares of the Issuer, based on the Issuer's Prospectus filed with the Securities and Exchange Commission on January 2, 2026. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.