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    Amendment: SEC Form SCHEDULE 13D/A filed by Brookfield Business Corporation

    3/30/26 5:37:54 PM ET
    $BBUC
    Engineering & Construction
    Consumer Discretionary
    Get the next $BBUC alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 6)


    Brookfield Business Holdings Corp

    (Name of Issuer)


    Class A exchangeable subordinate voting shares, no par value

    (Title of Class of Securities)




    11259V106

    (CUSIP Number)
    Swati Mandava
    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)
    03/27/2026

    (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. Checkbox not checked

    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).




    schemaVersion:


    SCHEDULE 13D

    CUSIP Number(s):
    11259V106


    1 Name of reporting person

    BROOKFIELD CORPORATION
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    ONTARIO, CANADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    68,186,491.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    68,186,491.00
    11Aggregate amount beneficially owned by each reporting person

    68,186,491.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    100 %
    14Type 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 68,186,491 class A exchangeable subordinate voting shares (the "BBHC exchangeable shares") of Brookfield Business Holdings Corporation, formerly known as Brookfield Business Corporation prior to the Arrangement (as defined herein) (the "Issuer" or "BBHC"), beneficially owned by Brookfield Business Corporation (formerly 1559985 B.C. Ltd. prior to the Arrangement) ("BBUC").


    SCHEDULE 13D

    CUSIP Number(s):
    11259V106


    1 Name of reporting person

    BROOKFIELD BUSINESS CORPORATION
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    BRITISH COLUMBIA, CANADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    68,186,491.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    68,186,491.00
    11Aggregate amount beneficially owned by each reporting person

    68,186,491.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    100 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    In reference to Rows 8, 10 and 11 above, this amount includes 68,186,491 BBHC exchangeable shares beneficially owned by BBUC.


    SCHEDULE 13D

    CUSIP Number(s):
    11259V106


    1 Name of reporting person

    BAM PARTNERS TRUST
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    ONTARIO, CANADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    68,186,491.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    68,186,491.00
    11Aggregate amount beneficially owned by each reporting person

    68,186,491.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    100 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    In reference to Rows 8, 10 and 11 above, this amount includes 68,186,491 BBHC exchangeable shares beneficially owned by BBUC.


    SCHEDULE 13D

    CUSIP Number(s):
    11259V106


    1 Name of reporting person

    BPEG BN HOLDINGS LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    ONTARIO, CANADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP Number(s):
    11259V106


    1 Name of reporting person

    BROOKFIELD BUSINESS PARTNERS LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    BERMUDA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    In reference to Row 13 above, Brookfield Business Partners L.P. ("BBU") and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer.


    SCHEDULE 13D

    CUSIP Number(s):
    11259V106


    1 Name of reporting person

    BROOKFIELD BUSINESS PARTNERS LIMITED
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    BERMUDA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    In reference to Row 13 above, Brookfield Business Partners Limited is the general partner of BBU. BBU and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Class A exchangeable subordinate voting shares, no par value
    (b)Name of Issuer:

    Brookfield Business Holdings Corp
    (c)Address of Issuer's Principal Executive Offices:

    225 Liberty Street, 8th Floor, NEW YORK, NEW YORK , 10281.
    Item 1 Comment:
    Explanatory Note This Amendment No. 6 (this "Amendment No. 6") amends and supplements the Schedule 13D originally filed on March 24, 2022 (and as amended through Amendment No. 5 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 6. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars and "C$" are to Canadian dollars. Information and defined terms reported in the original Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 6.
    Item 2.Identity and Background
    (a)
    Items 2(a)-(f) of the original Schedule 13D are hereby supplemented as follows: BBUC shall be deemed a "Reporting Person" for purposes of this Schedule 13D, as amended hereby. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a 'group' within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the "Joint Filing Agreement") is attached hereto as Exhibit 99.1.
    (b)
    The principal business address of BBUC is 225 Liberty Street, 8th Floor, New York, NY 10281.
    (c)
    BBUC is a corporation organized under the laws of British Columbia, Canada. The principal business of BBUC is to serve as BN's primary public vehicle to own and operate business services and industrial operations on a global basis.
    (d)
    During the last five years, none of the Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
    (e)
    The information set forth in Item 2(d) of this Schedule 13D is hereby incorporated herein by reference.
    (f)
    Schedule I sets forth the names of directors and executive officers (to be included as Scheduled Persons) of BBUC and their respective principal occupations, addresses and citizenships.
    Item 4.Purpose of Transaction
     
    Item 4 of the original Schedule 13D is hereby supplemented as follows: On March 27, 2026, BBUC (formerly 1559985 B.C. Ltd.) completed the previously announced plan of arrangement (the "Arrangement") pursuant to which, among other things, (i) all limited partnership units ("BBU Units") of BBU, BBHC exchangeable shares and redemption-exchange units ("REUs") of Brookfield Business L.P. ("Holding LP") were exchanged for newly issued class A subordinate voting shares of BBUC ("BBUC Class A Shares") on a one-for-one basis, (ii) the special limited partnership units of Holding LP, which were held by a subsidiary of Brookfield Asset Management Ltd., were exchanged for special non-voting incentive shares of BBUC ("Special Shares") on a one-for-one basis, (iii) BN exchanged its share of Brookfield Business Partners Limited, the general partner of BBU, for class B multiple voting shares of BBUC ("Class B Shares"), (iv) BBHC (formerly Brookfield Business Corporation) was renamed "Brookfield Business Holdings Corporation", (v) BBUC was renamed "Brookfield Business Corporation", and (vi) the BBUC Class A Shares will be listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol "BBUC" (the ticker symbol previously used for the BBHC exchangeable shares). Following completion of the Arrangement, BN, Brookfield Wealth Solutions Ltd. (a paired entity to BN) ("BNT"), and their respective subsidiaries own 142,749,301 BBUC Class A Shares, representing 69.0% of the issued and outstanding BBUC Class A Shares, 4 Class B Shares, representing 100% of the issued and outstanding Class B Shares, and 4 Special Shares, representing 100% of the issued and outstanding Special Shares. A Schedule 13D with respect to BBUC Class A Shares has been filed concurrently with this Amendment No. 6. Upon completion of the Arrangement, the Issuer became a subsidiary of BBUC. In connection with the closing of the Arrangement, the BBHC exchangeable shares will be delisted from the New York Stock Exchange, and the Issuer intends to file with the U.S. Securities and Exchange Commission a certification and notice on Form 15 with respect to the BBHC exchangeable shares after the delisting and deregistration under Section 12(b) of the Act becomes effective. Once the Form 15 becomes effective, the Reporting Persons' reporting obligations with respect to the BBHC exchangeable shares under Section 13(d) of the Act will cease.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) - (c) of the original Schedule 13D is hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the Class A Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares outstanding immediately prior to the Arrangement.
    (c)
    Item 5(c) of Schedule 13D is hereby supplemented as follows: From March 25 until March 26, 2026, BN purchased in open market transactions through the facilities of the New York Stock Exchange and Toronto Stock Exchange an aggregate of 98,336 BBHC exchangeable shares at average prices ranging from $32.0800 (C$44.2736 converted to U.S. dollars at the Bank of Canada daily exchange rate of $1.00 = C$1.3801 on March 25, 2026) to $33.1627 (C$45.9104 converted to U.S. dollars at the Bank of Canada daily exchange rate of $1.00 = C$1.3844 on March 26, 2026) per BBHC exchangeable share in accordance terms of the Issuer's previously announced normal course issuer bid.
    (e)
    Item 5(e) of Schedule 13D is hereby supplemented as follows: On March 27, 2026, BPEG BN Holdings LP ceased to be a beneficial owner of more than five percent of the BBU Units.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 of the original Schedule 13D is hereby supplemented as follows: The information set forth in Item 4 of this Amendment No. 6 is hereby incorporated by reference. Upon completion of the Arrangement, the registration rights agreement dated March 15, 2022 between BBU, BBHC and BN and the amended and restated rights agreement dated December 23, 2024 between BN and Wilmington Trust, National Association was automatically terminated. Upon completion of the Arrangement, the voting agreement dated September 26, 2024 between BN and BNT in respect of the BBHC exchangeable shares was amended to provide that all decisions to be made with respect to the voting of the BBUC 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 BBUC Class A Shares subject to financing arrangements between the applicable BNT subsidiary and wholly-owned subsidiaries of BN.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 of the original Schedule 13D is hereby supplemented as follows: Exhibit 99.1 Joint Filing Agreement. Exhibit 99.2 Schedule I.

        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.

     
    BROOKFIELD CORPORATION
     
    Signature:/s/ Swati Mandava
    Name/Title:Swati Mandava, Managing Director, Legal and Regulatory
    Date:03/30/2026
     
    BROOKFIELD BUSINESS CORPORATION
     
    Signature:/s/ A.J. Silber
    Name/Title:A.J. Silber, Managing Director and Corporate Secretary
    Date:03/30/2026
     
    BAM PARTNERS TRUST
     
    Signature:/s/ Kathy Sarpash
    Name/Title:Kathy Sarpash, Secretary, BAM CLASS B PARTNERS INC., trustee to BAM PARTNERS TRUST
    Date:03/30/2026
     
    BPEG BN HOLDINGS LP
     
    Signature:/s/ A.J. Silber
    Name/Title:A.J. Silber, Director, BROOKFIELD PRIVATE EQUITY INC., general partner of BPEG BN HOLDINGS LP
    Date:03/30/2026
     
    BROOKFIELD BUSINESS PARTNERS LP
     
    Signature:/s/ Jane Sheere
    Name/Title:Jane Sheere, Secretary, BROOKFIELD BUSINESS PARTNERS LIMITED, general partner of BROOKFIELD BUSINESS PARTNERS L.P.
    Date:03/30/2026
     
    BROOKFIELD BUSINESS PARTNERS LIMITED
     
    Signature:/s/ Jane Sheere
    Name/Title:Jane Sheere, Secretary
    Date:03/30/2026
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