Amendment: SEC Form SCHEDULE 13D/A filed by Brookfield Business Corporation
$BBUC
Engineering & Construction
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Brookfield Business Corp (Name of Issuer) |
Class A subordinate voting shares, no par value (Title of Class of Securities) |
113006100 (CUSIP Number) |
Swati Mandava
Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100
Toronto, A6, M5J 2T3
416-363-9491
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)
04/07/2026
(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).
SCHEDULE 13D
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| CUSIP Number(s): | 113006100 |
| 1 |
Name of reporting person
BROOKFIELD CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
142,749,301.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* In reference to Rows 8, 10 and 11 above, this amount for Brookfield Corporation ("BN") includes (i) 56,105,939 class A subordinate shares (the "Class A Shares") of Brookfield Business Corporation held by BPEG BN Holdings LP, Brookfield Private Equity Direct Investments Holdings LP, Brookfield Private Equity Partners LP, BNT BBU Holding LP, Brookfield Titan Holdings LP and BEP Holdings LP, each wholly-owned subsidiaries of BN and (ii) 86,643,362 Class A Shares held by subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to BN ("BNT").
** In reference to Row 13 above, percentage ownership is based on an aggregate number of outstanding Class A Shares of 207,007,465 as of March 31, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 113006100 |
| 1 |
Name of reporting person
BAM PARTNERS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
142,749,301.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* In reference to Rows 8, 10 and 11 above, this amount includes 56,105,939 Class A Shares beneficially owned by BN and includes 86,643,362 Class A Shares held by subsidiaries of BNT.
** In reference to Row 13 above, percentage ownership is based on an aggregate number of outstanding Class A Shares of 207,007,465 as of March 31, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A subordinate voting shares, no par value |
| (b) | Name of Issuer:
Brookfield Business Corp |
| (c) | Address of Issuer's Principal Executive Offices:
225 Liberty Street, 8th Floor, NEW YORK,
NEW YORK
, 10281. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
Item 4 of Amendment 1 is hereby amended and restated as follows:
On April 8, 2026, BN and Brookfield Wealth Solutions Ltd. ("BNT"), a paired entity to BN, completed the transactions pursuant to the previously announced agreement dated March 31, 2026, between BN and BNT. In accordance with the terms of the agreement, a subsidiary of BN transferred 32,991,863 Class A Shares to a subsidiary of BNT for a price of $30.3105 per Class A Share, for an aggregate purchase price of approximately $1,000,000,000 and as consideration, BN received 18,344,438 class C non-voting shares of BNT with the same aggregate value (the "Class A Share Transfer"). The per share price of the Class A Shares was based on the 5-day volume weighted average price of the Class A Shares (as reported on the Bloomberg Composite) as of the close of trading on April 7, 2026, net of an all-in discount of 8%.
The additional Class A Shares owned by BNT following the Class A Share Transfer are subject to the voting agreement between BN and BNT dated as of March 27, 2026, whereby they have agreed that all decisions to be made with respect to the voting of any Class A Shares held by subsidiaries of BNT will be made jointly by mutual agreement of the applicable BNT subsidiary and BN, other than with respect to any Class A Shares subject to any financing arrangements between the applicable BNT subsidiary and wholly-owned subsidiaries of BN. The foregoing description of the voting agreement in this Item 4 does not purport to be complete and, as such, is qualified in its entirety by reference to such agreement, a copy of which was attached as Exhibit 99.3 to Schedule 13D and incorporated by reference herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) - (c) of Schedule 13D is hereby amended and restated as follows:
(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 142,749,301 Class A Shares, constituting approximately 69.0% of the Issuer's currently outstanding Class A Shares. The percentage of Class A Shares is based on an aggregate number of Class A Shares of 207,007,465 outstanding as of March 31, 2026 and includes Class A Shares beneficially owned by subsidiaries of BNT as described in Item 4 of Amendment No. 1 and subject to the voting arrangements as described in Item 4 of this Amendment No.2. |
| (b) | (b) Item 5(b) of Schedule 13D is hereby amended and restated as follows:
The information set forth in Item 5(a) of this Amendment No. 2 is hereby incorporated herein by reference. |
| (c) | (c) Item 5(c) of Schedule 13D is hereby amended and restated as follows:
Other than the transactions described in Item 4 herein, there have been no transactions by the Reporting Persons in the Class A Shares since Amendment No.1 was filed on March 31, 2026. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of Schedule 13D is hereby supplemented as follows:
The information set forth in Item 4 of this Amendment No.2 is hereby incorporated herein by reference. |
| 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.
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