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4.A HISTORY AND DEVELOPMENT OF THE COMPANY
The Corporation was incorporated under the Business Corporations Act (British Columbia) on October 10, 2025 under the name 1559985 B.C. Ltd. and changed its name to Brookfield Business Corporation on March 27, 2026. Our head office is located at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. The Class A Shares are listed on the NYSE and the TSX under the symbol “BBUC”. On March 27, 2026, pursuant to the Arrangement (i) holders of BBU units and BBUC exchangeable shares received 1 Class A Share for each unit and BBUC exchangeable share held and (ii) the Redemption-Exchange Units and Special LP Units of Holding LP were exchanged, on a one-for-one basis, for Class A Shares and Special Shares, respectively. As of the date of this Form 20-F, Brookfield holds 100% of the Class B Shares and 100% of the Special Shares and Brookfield Holders hold approximately 69% of our Class A Shares.
The Corporation carries on its business through BBU and Holding LP. There was no substantive change to the business of our group in connection with the Arrangement. Our group continues to serve as Brookfield’s primary public vehicle to own and operate business services and industrial operations on a global basis, with a focus on high-quality operations that benefit from a strong competitive position and provide essential products and services. The Corporation will seek to build value through enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations and new acquisitions. Like BBU, the Corporation’s goal is to generate returns to security holders primarily through capital appreciation with a modest distribution yield.
BBU was established by Brookfield Corporation as its primary vehicle to own and operate business services and industrial operations on a global basis. On June 20, 2016, Brookfield Corporation completed the spin-off of its business services and industrial operations to BBU, which was effected by way of a special dividend of BBU units to holders of Brookfield Corporation’s Class A and B limited voting shares. Each holder of the shares received one BBU unit for every 50 shares, representing approximately 45% of BBU units, with Brookfield retaining the remaining BBU units. Prior to the spin-off, Brookfield effected a reorganization so that our then-current operations were held by the Holding Entities, the common shares of which are wholly-owned by Holding LP. In consideration, Brookfield received a combination of BBU units, GP Units, Redemption-Exchange Units of the Holding LP and Special LP Units. The BBU General Partner is a wholly-owned subsidiary of the Corporation. On March 27, 2026, BBU completed the Arrangement. BBU is now a subsidiary of the Corporation, will be delisted and will cease to be a reporting issuer.
Brookfield Business Holdings Corporation
On March 15, 2022, BBU completed the special distribution of BBUC exchangeable shares of BBHC. Each of BBU’s unitholders of record on March 7, 2022 received one BBUC exchangeable share for every two LP units held. Pursuant to the Arrangement, BBHC is now a subsidiary of the Corporation, will be delisted and will cease to be a reporting issuer.
Recent Business Developments
The following table outlines significant transactions and events that transpired in our business since January 1, 2025:
Date Segment Event
January 2025 Industrials In January 2025, our advanced energy storage operation raised $5 billion of new first lien debt. $4.5 billion of the proceeds were used to fund a special distribution to owners, of which our share was approximately $1.2 billion.
January 2025 Infrastructure services On January 16, 2025, our offshore oil services completed the sale of its shuttle tanker operation for consideration of $484 million, resulting in a net gain of $214 million.
January 2025 Industrials On January 30, 2025, together with institutional partners, we completed the acquisition of Chemelex, a leading manufacturer of electric heat tracing systems, through a carve-out from a larger industrial corporation. Total consideration was $1.7 billion, funded with equity and subsidiary debt financing. Our economic ownership interest in the business is 26%, and our share of the equity investment was $212 million.
May 2025 Business services On May 26, 2025, our healthcare services operation entered receivership due to an event of default under its credit agreement after unsuccessful efforts to negotiate with key stakeholders on a sustainable long-term solution for the business. Following the appointment of a receiver and transition of oversight of the operations, we ceased to have control of the business and deconsolidated the net liabilities of the business, and recorded a pre-tax net gain of $236 million in the consolidated statements of operating results, included in other income (expense), net.
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May 2025 Industrials On May 27, 2025, we completed the acquisition of Antylia Scientific, a leading manufacturer and distributor of critical consumables and testing equipment serving life sciences and environmental labs for total consideration of $1.3 billion, of which our share of equity was $168 million for a 26% economic interest. We have accounted for our interest in the business as an equity accounted investment.
July 2025 Industrials On July 1, 2025, we completed the merger of our returnable plastic packaging operation with a North American packaging solutions provider. We deconsolidated the net assets of the returnable plastic packaging operation and recognized an equity accounted investment of $180 million representing a 45% interest in the merged business, of which our economic ownership interest is 10%.
July 2025 Business services, Industrials, and Infrastructure services On July 4, 2025, we completed the sale of a partial interest in three businesses to a new evergreen private equity fund, managed by Brookfield Asset Management. The transferred interests included a 12% interest in our engineered components manufacturing operation, a 7% interest in our dealer software and technology services operation, and a 5% interest in our work access services operation. In exchange, we received units of the new evergreen private equity fund with an initial redemption value of $688 million, representing an 8.6% discount to the net asset value of the interests sold. We recorded a loss of $14 million relating to the partial sale of an interest in our equity-accounted work access services operation, which continues to be equity-accounted following the transaction. Furthermore, we recorded a gain of $280 million relating to our engineered components manufacturing operation and dealer software and technology services operation, which continue to be consolidated subsidiaries. During the year ended December 31, 2025, the new evergreen private equity fund partially redeemed $87 million of our units. The fair value of the units remaining as at December 31, 2025 was $584 million.
July 2025 Business services On July 17, 2025, our Indian non-bank financial services operation completed the sale of its non-core home financing operation for consideration of $196 million, resulting in a net gain of $110 million.
September 2025 Infrastructure services On September 1, 2025, our offshore oil services operation entered into an agreement to sell its FPSO operation. Expected proceeds from the sale, combined with proceeds from prior asset sales and distributions, are expected to provide us with a path to recover the majority of our invested capital in the business. The sale is expected to close in the first half of 2026. As at December 31, 2025, our offshore oil services’ FPSO operation did not meet the criteria to be presented as a disposal group held for sale due to substantive closing conditions which remain outstanding.
October 2025 Business services On October 22, 2025, together with institutional partners, we completed the privatization of First National Financial Corporation, a leading publicly-listed Canadian residential and multi-family mortgage lender, for total consideration of $2.6 billion, of which our share of equity was $146 million for an 11% economic ownership interest. We have joint control over the business and account for our interest as an equity accounted investment.
December 2025 Industrials On December 1, 2025, we reached an agreement to acquire Fosber, a leading global provider of advanced machinery, parts and services for the corrugated packaging industry. Total consideration is approximately $950 million, with approximately $480 million expected to be funded through equity, with our share being approximately $170 million representing a 35% economic ownership interest in the business. The transaction is subject to customary regulatory approvals and is expected to close in the first half of 2026.
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Consistent with our company’s strategy and in the normal course of business, we are engaged in discussions and have in place various binding and/or non-binding agreements, with respect to possible business acquisitions and dispositions. However, there can be no assurance that these discussions or agreements will result in a transaction or, if they do, what the final terms or timing of such transactions would be. Our company expects to continue current discussions and actively pursue these and other acquisition and disposition opportunities.
We are subject to the informational requirements of the U.S. Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information relating to our company. The site is located at http://www.sec.gov. Similar information can also be found on our website at https://bbuc.brookfield.com. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedarplus.ca. The information found on, or accessible through our website does not form part of this annual report on Form 20-F. See also Item 10.H “Documents on Display”.
For a description of our principal capital expenditures in the last three fiscal years, see Item 5.A, “Operating Results”.
4.B BUSINESS OVERVIEW
Overview
We were established by Brookfield to be its flagship public company for its business services and industrials operations. Our operations are primarily located in the United States, Europe, Brazil, Australia and Canada. We are focused on owning and operating high-quality operations that benefit from a strong competitive position and provide essential products and services. We seek to build value through enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations, new acquisitions and investments. The Corporation’s goal is to generate returns to shareholders primarily through capital appreciation with a modest distribution yield.
Operating Segments
We have four operating segments which are organized based on how management views business activities within particular sectors: business services, infrastructure services, industrials, and corporate.
The tables below provide a breakdown of total assets of $75.8 billion as at December 31, 2025 and revenues of $27.5 billion for the year ended December 31, 2025 by operating segment and region.
Assets Revenues
As at For the year ended
(US$ MILLIONS) December 31, 2025 December 31, 2025
Business services $ 28,578 $ 9,368
Infrastructure services 16,270 3,153
Industrials 29,914 14,936
Corporate 999 —
Total $ 75,761 $ 27,457
Regions Assets Revenues
As at For the year ended
(US$ MILLIONS) December 31, 2025 December 31, 2025
United States of America $ 26,392 $ 8,797
Europe 12,282 4,846
Brazil 8,325 2,605
Australia 8,239 4,130
Canada 7,883 1,754
Mexico 3,164 1,278
United Kingdom 2,981 2,149
Other 6,495 1,898
Total $ 75,761 $ 27,457
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We seek to build value by enhancing the cash flows of our operations, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and monetizations into our existing businesses, new acquisitions and investments. We strive to ensure that each of our businesses has a clear, concise business strategy built on its competitive advantages, while focusing on profitability, sustainable operations, product margins and cash flows.
We plan to grow primarily by acquiring positions of control or significant influence in businesses at attractive valuations and by enhancing the earnings of the businesses we operate. In addition to pursuing accretive acquisitions within our current operations, we will opportunistically pursue transactions wherein our expertise, or the broader Brookfield platform, provides insight into global trends to source acquisitions that are not available or obvious to competitors. We partner with others, primarily institutional capital, to execute acquisitions that we may not otherwise be able to do on our own. Accordingly, an integral part of our strategy is to participate with institutional partners in Brookfield-sponsored or co-sponsored consortiums for business acquisitions and as a partner in or alongside Brookfield-sponsored or co-sponsored partnerships that target acquisitions that suit our profile. Brookfield has a strong track record of leading such consortiums and partnerships and actively managing underlying assets to improve performance. Brookfield has agreed that it will not sponsor such arrangements that are suitable for us in the business services and industrial operations sectors unless we are given an opportunity to participate. See Item 7.B, “Related Party Transactions - Relationship Agreement”.
Set forth below is a general description of our operating segments. For additional information regarding recent performance and outlook for these businesses, see Item 5.A, “Operating Results - Outlook”.
Business services
Our business services segment includes our (i) dealer software and technology services operation, (ii) non-bank financial services operations, (iii) residential mortgage insurer, (iv) fleet management and car rental services, (v) construction operation and (vi) other operations.
Our focus is on building high-quality businesses benefiting from barriers to entry through scale and predictable, recurring cash flows and where quality of service and/or a global footprint are competitive differentiators. In keeping with our overall strategy, we seek to pursue accretive acquisitions to grow our existing operations and to opportunistically make investments where our operational footprint provides us with an advantage in doing so.
Many of our customers are corporations. These customers are often large credit-worthy counterparties thereby reducing risks to cash flow streams. The goodwill that we have created with our customers gives us the ability to generate future business through the cross-selling of other services, particularly in connection with global clients, where consistency of performance on a global basis is important. Some of our business services activities are seasonal in nature and affected by the general level of economic activity and related volume of services purchased by our clients.
The table below provides a breakdown of revenues for our business services segment by region:
Year ended December 31,
(US$ MILLIONS) 2025 2024 2023
Australia $ 3,707 $ 5,273 $ 4,496
United States of America 1,609 1,526 2,148
United Kingdom 1,321 10,757 18,392
Brazil 1,319 1,234 1,089
Canada 1,192 1,679 3,108
Europe — 1,112 2,073
Other 220 868 1,104
Total $ 9,368 $ 22,449 $ 32,410
Dealer software and technology services operation
Our dealer software and technology services operation provides mission-critical enterprise resource planning (“ERP”) software to automotive dealerships and OEMs, delivering high value technology solutions to its customers. The company’s cloud-based software enables dealerships to manage their end-to-end business operations, including the acquisition, sale, financing, insuring, and repair and maintenance of vehicles. By automating and streamlining critical workflows, the integrated platform of solutions enables dealers to sell and service more vehicles by creating simple and convenient experiences for customers to help improve their financial and operational performance.
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The revenues at our dealer software and technology services operation are generated by providing a broad suite of subscription-based software and technology solutions for automotive retailers. Our flagship dealer management system (“DMS”) software solutions are hosted enterprise resource planning applications serving as the system of record and tailored to the unique requirements of the retail automotive industry. Our DMS products facilitate the sale of new and used vehicles, consumer financing, repair and maintenance services, and vehicle and parts inventory management. These solutions enable company-wide accounting, financial reporting, cash flow management, and payroll services. Our DMS software is typically integrated with OEM data processing systems that enable automotive retailers to order vehicles and parts, receive vehicle records, process warranties, and check recall campaigns and service bulletins while helping them to fulfill their franchisee responsibilities to their OEM franchisors.
In July 2025, we completed the sale of a 7% interest in our dealer software and technology services operation to a new evergreen private equity fund, managed by Brookfield Asset Management, in exchange for units of the new evergreen fund. We continue to consolidate the business.
Non-bank financial services
Our Indian non-bank financial services operation is a financing company primarily focused on commercial vehicle lending and small business loans. We cater to over 147,000 customers and help them secure commercial vehicle financing. With a pan-India distribution network of more than 449 branches, the business is well established to cater to the growing credit demand in the country. The company is also expanding into secured micro-enterprise lending, targeting an adjacent customer segment of individual small-scale entrepreneurs.
In July 2025, our Indian non-bank financial services operation completed the previously announced sale of its non-core home financing operation, for $196 million of proceeds, which was retained in the business to support accelerating the growth of the core commercial vehicle lending operations. The sale resulted in a net gain of $110 million recorded in the consolidated statements of operating results, included in gain (loss) on dispositions, net.
Our Australian asset manager and lender provides credit and investment solutions to over 27,000 borrowers and over 120,000 investors. The business plays an important role in providing unique fixed-income investment solutions to Australians approaching retirement or in retirement, as well as providing secured credit to underserved customer segments that require specialized underwriting, such as small-to-medium sized business owners.
On October 22, 2025, together with institutional partners, we completed the previously announced privatization of First National Financial Corporation, a leading publicly-listed Canadian residential and multi-family mortgage lender, for total consideration of $2.6 billion, of which our share of equity was $146 million for an 11% economic interest. The business plays a critical role in the origination, underwriting and servicing of single-family prime residential and multi-family mortgages, supported by a resilient financial profile driven by recurring and predictable revenues from a growing base of mortgages under administration. We have joint control over the business and have accounted for our interest as an equity accounted investment.
Residential mortgage insurer
Our residential mortgage insurer is the largest private sector residential mortgage insurer in Canada, providing mortgage default insurance to Canadian residential mortgage lenders. Regulations in Canada require lenders to purchase mortgage insurance in respect of a residential mortgage loan whenever the loan-to-value ratio exceeds 80%. Our residential mortgage insurer plays a significant role in increasing access to homeownership for Canadian residents, particularly for first-time homebuyers.
Our residential mortgage insurer has built a broad underwriting and distribution platform across Canada that provides customer-focused products and support services to the vast majority of Canada’s residential mortgage lenders and originators. We underwrite mortgage insurance for residential properties in all provinces and territories of Canada.
The revenues of our residential mortgage insurer consist primarily of: (i) insurance revenues earned on mortgage insurance contracts and (ii) net investment income and gains/losses on the investment portfolio within the business.
Fleet management and car rental services
Our fleet management and car rental services operation is one of the leading providers of heavy equipment and light vehicle leasing and car rental services in Brazil. Our fleet management services lease a variety of assets to corporate clients under medium-term contracts linked to inflation, including a fleet of trucks, trailers, tractors, harvesters and light vehicles, in addition to related services. We have been able to sustain high contract renewal rates with high-quality clients as well as diversify into new asset and industry classes. Our car rental services benefit from a nationwide presence with access to a wide network of accredited maintenance shops, longstanding relationships with OEMs and a reputation for value added services. Our combined fleet management and car rental services maintain a fleet of more than 115,000 vehicles.
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Construction operation
Our construction operation is a global contractor with a focus on high-quality construction, primarily on large-scale and complex landmark buildings and social infrastructure. Construction projects are generally delivered through contracts for the design and construction, including procurement for a defined price and program. To mitigate risk, contracts are generally procured using a two-stage approach, which includes early engagement during the design phase prior to the execution of the main contract. The business also engages in construction management contracts on a reduced risk model. Most construction activity is typically subcontracted to reputable specialists whose obligations generally align with those contained within the main construction contract. Our construction operation primarily operates in Australia, the United Kingdom and Canada across a broad range of sectors, including office, residential, health, tourism and leisure, social infrastructure, education, data center, retail and mixed-use properties.
We recognize revenues when it is highly probable that economic benefits will flow to the business, and when it can be reliably measured and collection is assured. Revenues are recognized over time as performance obligations are satisfied, by reference to the stage of completion of the contract activity at the reporting date, measured as the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. A large portion of construction revenues and costs are earned and incurred in Australia and the United Kingdom and may be impacted by fluctuations in the Australian dollar and British pound. A significant portion of our revenues are generated from large projects, and the results from our construction operation can fluctuate quarterly and annually, depending on the level of work during a period. Our business is impacted by the general economic conditions and economic growth of the particular region in which we provide construction services.
Other
Our payment processing services operation is a leading provider of payment solutions in the Middle East and Africa. The business provides government, merchant and institutional clients with a payment platform for acquiring, issuing and processing customer transactions. We have accounted for our interest in the underlying business as an equity accounted investment.
Our technology services operation provides customer management solutions which specialize in managing customer interactions for large global healthcare and technology clients primarily based in the United States. We have joint control over the business and have accounted for our investment as an equity accounted investment.
We hold a convertible preferred security investment in Nielsen, a market leader in third-party audience measurement, data and analytics. The business is an essential service provider to the video and audio advertising industry, providing critical measurement data for advertising buyers and sellers. We have accounted for our investment as a financial asset.
Our real estate services operation provides services to more than 20,500 residential real estate brokers through franchise arrangements under a number of brands in Canada, including a nationally recognized brand, Royal LePage. We also provide valuations and related analytic services to financial institutions in Canada through which we process in excess of 200,000 appraisals and valuations per year. We have accounted for our investment as an equity accounted investment.
Our entertainment operation, in partnership with a leading Canadian gaming operator, consists of four entertainment facilities in the Greater Toronto Area. Through a long-term contract with the Ontario Lottery and Gaming Corporation, we have the exclusive right to operate these facilities. Through our partnership, we have undertaken a growth strategy whereby we have been enhancing the guest experience and transforming our facilities into attractive, premier entertainment destinations. This modernization and development is intended to include enhanced entertainment offerings and integrated property expansions that incorporates leading world-class amenities such as hotels, meeting and event facilities, performance venues, restaurants and retail shopping. We have joint control over the business and have accounted for our investment as an equity accounted investment.
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Infrastructure services
Our infrastructure services segment includes our (i) modular building leasing services, (ii) lottery services operation, (iii) offshore oil services and (iv) work access services.
The table below provides a breakdown of revenues for our infrastructure services by region:
Year ended December 31,
(US$ MILLIONS) 2025 2024 2023 (1)
Europe $ 1,288 $ 1,666 $ 2,451
United States of America 762 802 3,190
United Kingdom 534 510 790
Australia 307 282 332
Other 262 479 694
Total $ 3,153 $ 3,739 $ 7,457
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(1)Includes revenues from our former investment in nuclear technology services operation which was disposed in November 2023.
Modular building leasing services
Our modular building leasing services provide modular workspaces in Europe and Asia-Pacific to a diversified customer base across the industrial, infrastructure and public sectors. With a global fleet of approximately 319,000 modular units across 23 countries, our operations service more than 53,000 customers through an established network of approximately 152 service centers. The modular units provide customers with a wide range of flexible, cost-effective and environmentally friendly solutions for temporary space requirements. The primary source of revenues is the leasing of modular units and ancillary value added products and services (furniture, fire extinguishers, air conditioners, wireless internet access points, steps, ramps and damage waivers).
Lottery services operation
Our lottery services operation is a leading provider of products, services and technology across the lottery ecosystem in over 50 countries. Our business is an essential service provider to government-sponsored lottery programs, a critical and growing source of funding, through capabilities in game design, production, distribution, systems and terminals, and turnkey technology solutions. The revenues of our lottery services operation consist primarily of (i) the sale of instant lottery products and services, (ii) sale and ongoing maintenance of hardware products and technology and (iii) a full-suite of digital capabilities to support the development and operation of government sponsored iLottery programs.
Offshore oil services
Our offshore oil services is a global provider of marine transportation, offshore oil production, facility storage, and offshore installation, maintenance and safety services to the offshore oil production industry. We operate floating production storage and offloading units (“FPSO”) and floating storage and offloading units (“FSO”), also with highly specialized capabilities including dynamic positioning. We operate in selected oil regions globally, including the North Sea (Norway and the United Kingdom) and Brazil.
As a fee-based business focused on critical services, our offshore oil services has limited direct commodity exposure and a portfolio which primarily comprises medium-term, fixed-rate contracts with high-quality, primarily investment grade counterparties. A substantial part of our revenues are based on contracts with customers and is fee-based which is recognized on a straight-line basis over the term of the contracts.
On January 16, 2025, our offshore oil services completed the sale of its shuttle tanker operation for consideration of $484 million, resulting in a net gain of $214 million.
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On September 1, 2025, our offshore oil services operation entered into an agreement to sell its FPSO operation. Expected proceeds from the sale, combined with proceeds from prior asset sales and distributions, should provide us with a path to recover the majority of our invested capital in the business. The sale is expected to close in the first half of 2026. As at December 31, 2025, our offshore oil services’ FPSO operation did not meet the criteria to be presented as a disposal group held for sale on the consolidated statement of financial position due to substantive closing conditions which remain outstanding.
Work access services
Our work access services is a leading global provider of scaffolding and related services to industrial and commercial markets, serving more than 27,000 customers across 29 countries. The platform’s scale, global footprint, and reputation for engineering innovation and productivity represent meaningful competitive advantages in a highly fragmented industry. Our solutions support a broad range of critical infrastructure ranging from refineries and petrochemical plants to commercial buildings, bridges, hydroelectric dams and other power facilities. A substantial portion of our services are recurring and based on the ongoing maintenance requirements of our customers’ mission-critical assets. Our work access services has pursued a disciplined growth strategy combining organic initiatives with targeted acquisitions. Under our ownership, we have completed ten acquisitions spanning multi-craft services, European and North American scaffolding providers, and complementary specialty services such as industrial coatings, cathodic protection, and insulation. Collectively, these initiatives have expanded the platform’s service capabilities, enhanced geographic reach, and strengthened its position as a scaled, diversified partner to global infrastructure customers. We have joint control over the business and have accounted for our investment as an equity accounted investment.
In July 2025, we completed the sale of a 5% interest in our work access services to a new evergreen private equity fund, managed by Brookfield Asset Management, in exchange for units of the new evergreen fund.
Industrials
Our industrials segment includes our (i) advanced energy storage operation, (ii) engineered components manufacturing operation, (iii) water and wastewater operation, (iv) electric heat tracing systems manufacturer and (v) other industrials operations.
The table below provides a breakdown of revenues for our industrials segment by region:
Year ended December 31,
(US$ MILLIONS) 2025 2024 2023
United States of America $ 6,426 $ 5,874 $ 6,338
Europe 3,558 3,583 3,493
Mexico 1,278 1,305 1,202
Brazil 1,262 1,281 1,561
Canada 515 457 607
United Kingdom 294 316 342
Australia 116 128 134
Other 1,487 1,488 1,524
Total $ 14,936 $ 14,432 $ 15,201
Advanced energy storage operation
Our advanced energy storage operation is a global market leader in manufacturing automotive batteries that has over 18,000 employees around the world with a footprint that consists of over 50 manufacturing, recycling and distribution centers servicing a global customer base in over 100 countries. We manufacture and distribute over 150 million batteries per year, which power one in three cars in the world.
The batteries manufactured by our advanced energy storage operation power both internal combustion engines and electric vehicles. We sell starting, lighting and ignition batteries which are used primarily for initial engine ignition of traditional vehicles. The business has made significant investments to develop higher margin advanced battery technologies, including enhanced flooded batteries and absorbent glass mat batteries, which provide the energy density necessary for next-generation vehicles, including electric vehicles, to comply with increased regulatory requirements and support increased electrical loads such as start-stop functionality and autonomous features.
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Our advanced energy storage operation distributes products primarily to aftermarket retailers and OEMs. Approximately 80% of the sales volume is generated through the aftermarket channel, which services the existing car parc and represents a stable and recurring revenue base as end users replace car batteries on average two to four times over the life of each vehicle. The remaining 20% of our sales volume is generated through the OEM channel, which comprises sales to major car manufacturers globally and is driven by global demand for new vehicles. We have also developed longstanding relationships with large aftermarket customers.
On August 16, 2022, the United States enacted laws providing incentives for domestic energy production and manufacturing. In December 2023, the United States Department of the Treasury issued proposed regulations, which were subsequently finalized in October 2024, that provided guidance in determining eligibility to claim tax benefits. The tax benefits are available for qualifying activities from 2023 to 2032, subject to phase out beginning in 2030. For qualified business activities in the partnership’s advanced energy storage operation beginning in its fiscal year 2024, these tax benefits are eligible to be refundable or transferable, and therefore the benefits are accounted for in accordance with IAS 20. IAS 20 permits a policy choice to present benefits of a similar nature as income or an offset to a related expense. The partnership has elected to present these benefits as a reduction to direct operating costs. During the year ended December 31, 2025, the partnership recorded a cumulative benefit of $1,071 million (December 31, 2024: $1,341 million and December 31, 2023: $nil).
In January 2025, our advanced energy storage operation raised $5 billion of new first lien debt. $4.5 billion of the proceeds were used to fund a special distribution to owners, of which our share was approximately $1.2 billion.
Engineered components manufacturing operation
Our engineered components manufacturing operation is a leading global manufacturer of highly engineered components primarily for industrial trailers and other towable-equipment providers. We have a leading presence in our core products across North America, Europe and Australia with vertically integrated production and distribution capabilities and a commitment to sustainability. We manufacture and distribute over 95,000 products including highly engineered, customized solutions for a diverse range of customers across our global footprint.
In July 2025, we completed the sale of a 12% interest in our engineered components manufacturing operation to a new evergreen private equity fund, managed by Brookfield Asset Management, in exchange for units of the new evergreen fund. We continue to consolidate the business.
Water and wastewater operation
Our water and wastewater operation in Brazil is a leading private sanitation provider, including collection, treatment and distribution of water and wastewater services to a broad range of residential and governmental customers through long-term, inflation-adjusted concessions, public-private partnerships and take-or-pay contracts. We provide services that benefit more than 16 million people in over 100 municipalities in Brazil.
Electric heat tracing systems manufacturer
In January 2025, we acquired our electric heat tracing systems manufacturer, a leading provider of electric heat management solutions primarily for the industrial, commercial and residential end markets. Our core products include electric heat tracing systems, electric floor heating, fire-rated wiring and leak detection solutions, supported by engineering and maintenance services. We operate 18 facilities across 12 countries, selling our products to over 3,000 customers globally. The business has a strong market position and generates a majority of its revenues from durable aftermarket replacement demand across a large customer installed base.
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Other
Our solar power solutions provider is a distributor of solar power solutions for the distributed generation market in Brazil.
Our Canadian natural gas production operation produces approximately 35,000 barrels of oil equivalent per day, or BOE/d. Our properties are characterized by long-life, low-decline reserves located at shallow depths and are low-risk with low-cost capital projects. Operational results and financial condition are dependent principally upon the prices received for gas production which have fluctuated widely in recent years. Any upward or downward movement in natural gas prices could have an impact on the natural gas operations’ financial condition.
Our specialty consumables and equipment manufacturing operation is a leading manufacturer and distributor of specialty consumables products serving diagnostics, environmental and life sciences labs, as well as research markets. The business manufactures and sells essential products that support the accuracy and repeatability of workflows in research and labs and benefits from a diverse and long-term customer base of over 50,000 customers, which supports its strong cash flow generation. We have joint control over the business and have accounted for our investment as an equity accounted investment.
Our returnable plastic packaging operation is a leading North American and European provider of returnable plastic packaging that has a strong competitive position given its extensive scale, diversified base of long-term customers serving multiple industries and its solid reputation for product innovation. We operate in an attractive segment of the packaging space that has favorable long-term trends driven by an increased focus on sustainability and logistics. On July 1, 2025, we merged our returnable plastic packaging operation with a North American packaging solutions provider. As a result, we deconsolidated the net assets of our returnable plastic packaging operation and recognized an equity accounted investment of $180 million representing a 45% interest in the merged business, of which we have a 10% economic interest.
Our roofing products manufacturer is the world’s largest provider of slate roofing tiles. With its 29 quarries, the company produces and supplies premium slate roofing tiles globally to support the non-discretionary renovation of residential and heritage buildings in markets with strict local regulations that mandate the use of slate for roofing. We have joint control over the business and have accounted for our investment as an equity accounted investment.
Corporate
Corporate includes corporate cash and liquidity management, as well as activities related to the management of the partnership’s relationship with Brookfield.
Our Growth Strategy
We seek to build value by enhancing the cash flows of our businesses, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing businesses, new acquisitions and investments. We look to ensure that each of our businesses has a clear, concise business strategy built on its competitive advantages, while focusing on profitability, sustainable operating margins and cash flows. We emphasize downside protection by utilizing business plans that do not rely exclusively on top-line growth or excessive leverage.
We plan to grow by primarily acquiring positions of control or significant influence in businesses at attractive valuations and by enhancing earnings of the businesses we operate. In addition to pursuing accretive acquisitions within our current operations, we will opportunistically pursue transactions wherein our expertise, or the broader Brookfield platform, provide insight into global trends to source acquisitions that are not available or obvious to competitors.
We offer a long-term ownership structure to companies whose management teams are seeking additional sources of capital but prefer not to be public as a standalone business. We recycle capital opportunistically, but have the ability to own and operate businesses for the long term.
Intellectual Property
Our company has a Licensing Agreement. Other than the limited license, under the Licensing Agreement, we do not have a legal right to the “Brookfield” name and the Brookfield logo.
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Brookfield may terminate the Licensing Agreement effective immediately upon termination of our Master Services Agreement or with respect to any licensee upon 30 days’ prior written notice of termination if any of the following occurs:
•the licensee defaults in the performance of any material term, condition or agreement contained in the agreement and the default continues for a period of 30 days after written notice of the breach is given to the licensee;
•the licensee assigns, sublicenses, pledges, mortgages or otherwise encumbers the intellectual property rights granted to it pursuant to the Licensing Agreement;
•certain events relating to a bankruptcy or insolvency of the licensee; or
•the licensee ceases to be an affiliate of Brookfield.
A termination of the Licensing Agreement with respect to one or more licensees will not affect the validity or enforceability of the agreement with respect to any other licensees.
Governmental, Legal and Arbitration Proceedings
We are not currently subject to any material governmental, legal or arbitration proceedings which may have or have had a significant impact on our company’s financial position or profitability, nor are we aware of any such proceedings that are pending or threatened.
We are named as a party in various claims and legal proceedings which arise during the normal course of our business. We review each of these claims, including the nature of the claim, the amount in dispute or claimed and the availability of insurance coverage. Although there can be no assurance as to the resolution of any particular claim, we do not believe that the outcome of any claims or potential claims of which we are currently aware will have a material adverse effect on us.
Sustainability Management
The Corporation believes that maintaining a strong commitment to integrating sustainability values into business practices alongside the ongoing management of its operations plays an essential role in enhancing business performance. The Corporation’s ability to build long-term value is tied to continued progress toward a sustainable future. This is consistent with our philosophy of conducting business with a long-term perspective and in an ethical manner. Accordingly, we have a long history of incorporating sustainability principles and practices into both our investment decisions and underlying business operations.
As described under Item 4.A, “History and Development of the Company” and Item 4.C, “Organizational Structure”, as of the date of this Form 20-F, Brookfield holds 100% of the Class B Shares and 100% of the Special Shares and Brookfield Holders hold approximately 69% of our Class A Shares. Affiliates of Brookfield Corporation provide services to us under the Master Services Agreement. Brookfield employs a framework of having a common set of sustainability principles across its business platforms, while at the same time recognizing that the geographic and sector diversity of our portfolio requires a tailored approach. The following are Brookfield’s and the Corporation’s sustainability principles: mitigating the impact of our operations on the environment; striving to promote the well-being and safety of our workforce; upholding strong governance practices and acting as good corporate citizens.
Integrating sustainability into the investment process
The Corporation integrates sustainability into all aspects of the investment process and ongoing management of operations. During our initial evaluation and due diligence of an acquisition, we utilize internal and external operating expertise as required to identify sustainability risks and opportunities. We formally incorporate guidance from the Sustainability Accounting Standards Board, a globally recognized standard-setting organization for sustainability information, into our Investment Sustainability Due Diligence Protocol. Other key factors typically considered during a review of a potential acquisition include, but are not limited to, corporate policies, health and safety risks, ethical considerations, environmental matters and emerging risks. Our comprehensive due diligence process also incorporates climate change risks, such as the physical risks from changes to the frequency and severity of climate-related events and the risks and opportunities from transitioning to a low-carbon economy. To ensure sustainability considerations are integrated in the due diligence phase, our investment team provides a detailed memorandum outlining the material risks, mitigants and significant opportunities for improvement including those related to sustainability to the Investment Committee at the time of approval.
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Upon acquisition, we create a tailored integration plan that, among other things, ensures any material sustainability-related matters identified in the due diligence process as requiring action and monitoring throughout our ownership. We hold onboarding sessions with the management teams of newly acquired operations to support them in developing and operationalizing a sustainability strategy tailored to their business by leveraging our sustainability program implementation framework. It is the responsibility of the management teams of our operations to manage sustainability risks and opportunities and to report on sustainability strategy, program implementation and key performance metrics on a regular basis. Our business operations team provides support to the management teams of our operations as needed, including providing additional sustainability resources to stand-up and enhance programs at the operating company level. The combination of having local accountability and expertise in tandem with investment and operating capabilities is important when managing diverse operations across jurisdictions.
To formally demonstrate our ongoing commitment to responsible investment and sustainability best practices, Brookfield became a signatory to the United Nations-supported PRI in 2020. Brookfield completed its 2025 PRI Assessment, and our submission and results were published by the PRI in November 2025. Brookfield scored well, achieving a minimum of four out of five stars in each of the eight scored modules.
Environmental initiatives
The Corporation recognizes that climate change poses a serious threat and addressing the climate crisis is integral to long-term sustainable success. Through our relationship with Brookfield, we support their net zero ambition.
Many of the Corporation’s operations are well positioned to have a positive environmental impact and benefit from a focus on operational efficiency, including energy efficiency. The Corporation’s advanced energy storage operation is efficiently managing its resources, while reducing energy consumption and emissions, by embedding circularity into its operations. In 2023, the business achieved a significant milestone by winning the “Circular Economy Award” at the World Sustainability Awards which recognizes the business’ commitment to integrate sustainable and circular practices in its operations and value chain. The business’ supply chain operates on a closed-loop system that reduces emissions from transportation and recycling, allowing the materials and resources to retain value, with minimal residual waste. Through its closed-loop process where up to 99% of materials from its batteries can be recovered and turned into new batteries, the business collects and recycles over 8,000 used batteries every hour within its network to supply its operations. By embedding circularity into its operations, the business uses 90% less energy and generates 90% fewer GHG emissions than batteries made with virgin materials.
Another area of focus for the Corporation is measuring, collecting and reporting GHG emissions in order to better understand the global footprint of our operations. Our modular building leasing services operation is committed to integrating circularity and sustainability to significantly decrease GHG emissions and achieve its net-zero carbon target by 2050 or sooner. The business takes a holistic approach to GHG reduction by not only assessing its production and distribution emissions, but also focusing on the lifecycle and reusability of its products and the carbon impact of logistics. The business has established several commitments by 2030 including reducing Scope 1 and 2 emissions by 55.5% below a 2020 base year and reducing Scope 3 emissions by 25% below a 2022 base year.
Social initiatives
Employee health, safety and security are integral to our success. This is why we strive for zero serious safety incidents in the workplace and continuous improvement in safety culture. As part of the Corporation’s onboarding process, we conduct comprehensive health and safety assessments that include a review of safety systems and safety culture. Serious safety incidents within the Corporation’s operations are reported to our senior management and Board in real time. basis and the remediation of any identified gaps between our framework and our operating companies is monitored on an ongoing basis to ensure health and safety programs align with the applicable standards our expectations.
Our employees are critical to our long-term success and we strive to create a positive, supportive and inclusive work environment that engages employees and empowers talent to develop. We recognize that a workforce encompassing a variety of backgrounds is critical to the Corporation’s success and vital to its culture. A diverse workforce not only reinforces Brookfield’s core principles, which include a long-term focus and collaboration, but also provides for a more dynamic and interesting work environment and supports efforts to provide equal employment opportunities, continuing to attract and retain top talent. We encourage contributions from all employees and aim to provide equal development and career advancement opportunities. Our focus on diversity, equity and inclusion reinforces our culture of collaboration and strengthens employee engagement and career development, creating value for our investors. Our focus begins at recruitment, where we proactively recruit people who align with the attributes of a Brookfield leader and have the potential to develop within the business. As our business evolves, we continuously evaluate our recruitment initiatives to ensure the hiring process is both fair and inclusive by ensuring there is a diverse slate of candidates. With our focus on diversity, we have developed objective criteria for each role by which to evaluate all candidates and ensure that there is diversity among the interviewers who ultimately make hiring decisions.
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Governance initiatives
Our governance framework for portfolio companies in which we have a controlling interest consists of five main pillars:
(i)Board of Directors and Committees
(ii)Reporting Hotline
(iii)Cybersecurity Program
(iv)Anti-Bribery and Corruption Policy
(v)Code of Business Conduct and Ethics
In addition to the above, we also adhere to a rigorous conflict of interest policy where potential investments are screened for possible conflicts and elevated for review to a Conflicts Committee, consisting of senior Brookfield executives, if necessary. We have also adopted Brookfield’s personal trading policy that we believe exceeds standard legal requirements to ensure the restriction of trading by employees involved in the investment decision-making process.
In recent years, data privacy and cybersecurity have become key governance priorities for global companies. The Corporation’s operations are providers of essential products and services to global economies and as such, cybersecurity and data privacy are critical to their uninterrupted operations. The Corporation continues to focus on strengthening our risk mitigation in these areas through several measures.
For example, our cybersecurity programs are aligned with industry best practices. As part of this ongoing commitment, we are focused on continuously enhancing our programs to align and in some cases, exceed controls of the National Institute of Standards and Technology 2.0 Cybersecurity Framework. We regularly engage leading third-party industry experts to assess the effectiveness of foundational cybersecurity controls across operations. We also involve third-party technical specialists to complete technical audits across all of our operations. This includes leveraging best-in-class software to scan for potential vulnerabilities, support ongoing network monitoring, and enhance overall threat detection capabilities. If applicable, we provide our operations with technical support and resources to expedite remediation activities and address potential vulnerabilities.
Disaster recovery and business continuity are also crucial elements of our comprehensive cybersecurity strategy. Our priority is to ensure that our portfolio companies are well prepared to maintain business continuity in the unlikely event of a disaster scenario. Understanding critical systems and collaborating with our companies to implement effective plans and processes forms the backbone of our disaster recovery efforts. This includes providing business continuity support through our partnership programs, assisting with the necessary technologies to put these plans into action, and conducting ongoing training on, and regular validation of, disaster recovery plans and systems. These measures ensure that our companies are equipped to quickly respond to risks and threats, allowing them to recover critical systems and operations in a timely manner and minimize the impact to their operations. By integrating disaster recovery into our cybersecurity program, we demonstrate our commitment to safeguarding our assets and operations and maintaining resilience against potential threats. See Item 16K., “Cybersecurity” for further details.
Facilities
Our principal registered office is located in British Columbia, with our operations primarily located in the United States, Europe, Australia, Brazil, United Kingdom, and Canada. Globally, we lease and own approximately 55.7 million square feet and 32.5 million square feet of space, respectively, across all our operations, which includes office, warehouse and manufacturing space. Our primary facilities are:
•Approximately 48.4 million square feet of office, assembly and warehouse facilities in Europe, Australia and China related to our modular building leasing services;
•Approximately 27.9 million square feet of office, manufacturing and distribution facilities in the United States, China, Europe, and Mexico related to our advanced energy storage operation; and
•Approximately 7.5 million square feet of manufacturing and warehouse facilities in the United States and Europe related to our engineered components manufacturing operation
Our leases expire at various times during the coming years. We believe that our current facilities are suitable and adequate to meet our current needs and that suitable additional or substitute space will be available as needed to accommodate continued expansion of our operations.
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4.C ORGANIZATIONAL STRUCTURE
Organizational Chart
The chart below represents a simplified summary of our organizational structure as of the date of this Form 20-F. All ownership interests below are 100% unless otherwise indicated. “GP Interest” denotes a general partnership interest. This chart should be read in conjunction with the explanation of our ownership and organizational structure below.
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(1)The Corporation is a party to the Master Services Agreement. See Item 7.B, “Related Party Transactions - Master Services Agreement”.
(2)The Special Shares entitle the holder to receive incentive dividends. See Item 10.B, “Memorandum and Articles of Association – Description of Special Shares”.
(3)As of the date of this Form 20-F, public holders of Class A Shares owned approximately 31% of our Class A Shares and Brookfield Holders owned approximately 69% of our Class A Shares.
(4)The Corporation’s sole material assets are its direct and indirect interests in BBU and Holding LP, through which it holds its investments in the Holding Entities and operating businesses.
(5)BBU has a commitment agreement with Brookfield, whereby Brookfield has agreed to subscribe for up to $1.5 billion of preferred equity securities of subsidiaries of BBU. As of December 31, 2025, $725 million of perpetual preferred equity securities with an annual dividend of 7% are outstanding and the remaining capacity available under the commitment agreement with Brookfield is $25 million.
(6)Holding LP currently owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities. BPEG US Inc., a subsidiary of Brookfield Asset Management, holds $5 million of preferred shares of each of CanHoldco and two of our other subsidiaries, which preferred shares are entitled to vote with the common shares of the applicable entity. As a result, Brookfield Asset Management indirectly holds an aggregate 1% of the votes of each of the three entities.
(7)BBHC indirectly holds (i) a 26% economic interest in BRK Ambiental Participações S.A., and a subsidiary of BBHC is party to voting agreements with affiliates of Brookfield that provide BBHC with 70% voting control; (ii) a 100% economic interest and voting interest in Multiplex Global Limited; and (iii) a 19% economic interest in CDK Global II LLC, and a subsidiary of BBHC is party to voting agreements with affiliates of Brookfield that provide BBHC with 100% voting control.
(8)The BBUC exchangeable shares acquired by the Corporation pursuant to the Arrangement are expected to be transferred to CanHoldco.
The following table provides the percentage of voting securities owned, controlled, or directed, directly or indirectly, by us, and our economic interest in our significant subsidiaries as at December 31, 2025.
Significant subsidiaries Jurisdiction of organization Voting interest (%) Economic interest (%)
Business services
Unidas Locadora S.A. Brazil 100% 35%
Sagen MI Canada Inc. Canada 100% 41%
IndoStar Capital Finance Limited India 56% 20%
La Trobe Financial Services Pty Limited Australia 100% 35%
CDK Global II LLC United States 100% 19%
Multiplex Global Limited United Kingdom 100% 100%
Infrastructure services
Altera Infrastructure L.P. United States 89% 53%
Modulaire Investments 2 S.à r.l. Luxembourg 100% 28%
Scientific Games Holdings LP United States 100% 33%
Industrials
BCP VI Summit Holdings LP United States 100% 26%
BRK Ambiental Participações S.A. Brazil 70% 26%
Ember Resources Inc. Canada 100% 46%
Clarios Global LP United States 100% 28%
Descarbonize Soluções S.A. Brazil 100% 35%
DexKo Global Inc. United States 100% 21%
Our Company
Our company was established on October 10, 2025, under the laws of British Columbia. Our head office is located at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7.
As of the date of this Form 20-F, our company’s sole material assets are its direct and indirect interests in BBU and Holding LP, through which it holds its investments in the Holding Entities and operating businesses. Our company anticipates that the only distributions that we will receive in respect of our company’s interests in BBU and Holding LP will consist of amounts that are intended to assist our company to pay expenses as they become due and to make distributions to our shareholders in accordance with our company’s articles and its dividend policy. The declaration and payment of cash dividends by our company
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is at the discretion of our board. Our company is not required to pay such dividends, and we cannot assure you that our company will make such distributions as intended.
Our Service Providers and Brookfield Corporation
The Service Providers, which are controlled subsidiaries of Brookfield, provide management services to us pursuant to our Master Services Agreement. The senior management team that is principally responsible for providing us with management services include many of the same executives that have successfully overseen and grown Brookfield’s business services and industrial operations. In connection with the Arrangement, the Master Services Agreement was amended to add the Corporation as a Service Recipient thereunder.
Brookfield Corporation is focused on deploying its capital on a value basis and compounding it over the long term. This capital is allocated across its three core pillars of asset management, wealth solutions and its operating businesses. Employing a disciplined investment approach, Brookfield Corporation leverages its deep expertise as an owner and operator of real assets, as well as the scale and flexibility of its capital, to create value and deliver strong risk-adjusted returns across market cycles.
Brookfield Asset Management is a leading global alternative asset manager with over $1 trillion of assets under management across infrastructure, renewable power and transition, private equity, real estate, and credit. Brookfield Asset Management invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. It offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. It draws on Brookfield’s heritage as an owner and operator to invest for value and seeks to generate strong returns for its clients, across economic cycles.
Holding LP
As of the date of this Form 20-F, BBU’s sole material asset is its approximate 62.8% managing partner interest in the Holding LP. The Corporation owns 100% of the Redemption-Exchange Units of the Holding LP that represented an approximate 37.2% interest in the Holding LP. The Corporation also owns a special limited partnership interest in the Holding LP that entitles it to receive incentive distributions from the Holding LP. See Item 10.B, “Memorandum and Articles of Association - Description of the Holding LP Limited Partnership Agreement - Distributions” and Item 7.B,“Related Party Transactions - Incentive Dividends”.
Holding Entities
Our company indirectly holds its interests in our operating businesses through the Holding Entities. The Holding LP owns, directly or indirectly, all of the common shares or equity interests, as applicable, of the Holding Entities.
BBU has an agreement with Brookfield to subscribe for up to $1.5 billion of perpetual preferred equity securities of subsidiaries of BBU. The preferred securities are redeemable at the option of Brookfield to the extent BBU completes asset sales, financings or equity issuances. As at December 31, 2025, the amount subscribed from subsidiaries of the partnership was $725 million (2024: $725 million) with an annual dividend of 7%. The remaining capacity on the commitment agreement with Brookfield is $25 million, expiring on December 31, 2026.
In addition, Brookfield Asset Management holds $5 million of preferred shares of each of CanHoldco and two of our other subsidiaries. See Item 7.B, “Related Party Transactions - Preferred Shares of Certain Holding Entities” for further detail.
4.D PROPERTY, PLANTS AND EQUIPMENT
The Corporation’s head office is located at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. The Corporation does not directly own any real property and its sole material assets are its direct and indirect interests in BBU and Holding LP, through which it holds its investments in the Holding Entities and operating businesses. See also the information contained in this Form 20-F under Item 3.D, “Risk Factors – Risks Relating to Our Operations” and Item 5, “Operating and Financial Review and Prospects”.