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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D/A 0001001085 XXXXXXXX LIVE 2 Class A subordinate voting shares, no par value 04/07/2026 false 0001654795 113006100 Brookfield Business Corp 225 Liberty Street, 8th Floor NEW YORK NY 10281 Swati Mandava 416-363-9491 Brookfield Corporation, Brookfield Place 181 Bay Street, Suite 100 Toronto A6 M5J 2T3 0001001085 N BROOKFIELD CORPORATION b OO N A6 0.00 142749301.00 0.00 142749301.00 142749301.00 N 69.0 CO * 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. 0001861643 N BAM PARTNERS TRUST b OO N A6 0.00 142749301.00 0.00 142749301.00 142749301.00 N 69.0 CO * 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. Class A subordinate voting shares, no par value Brookfield Business Corp 225 Liberty Street, 8th Floor NEW YORK NY 10281 The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 3. 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(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) 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) 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 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. BROOKFIELD CORPORATION /s/ Swati Mandava Swati Mandava, Managing Director, Legal and Regulatory and Corporate Secretary 04/08/2026 BAM PARTNERS TRUST /s/ Kathy Sarpash Kathy Sarpash, Secretary, BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC. 04/08/2026