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4.A HISTORY AND DEVELOPMENT OF THE COMPANY
Overview
Our company is a Canadian corporation incorporated under the laws of British Columbia. Our company was established by the partnership to be an alternative investment vehicle for investors who prefer owning securities through a corporate structure. We became a separately-traded public company upon completion of the special distribution in July 2020, and the Arrangement was completed in December 2024. While our operations are primarily located in Brazil, Colombia, the United States, and Europe, shareholders will, on economic terms, have exposure to all regions BEP operates in as a result of the exchange feature attaching to the BEPC exchangeable shares.
Each BEPC exchangeable share has been structured with the intention of providing an economic return equivalent to one BEP unit (subject to adjustment to reflect certain capital events), including identical dividends on a per share basis as are paid on each BEP unit, and is exchangeable at the option of the holder for one BEP unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of our company), as more fully described in this Form 20-F. BEP may elect to satisfy its exchange obligation by acquiring such tendered BEPC exchangeable shares for an equivalent number of BEP units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of our group). See Item 10.B “Memorandum and Articles of Association—BEPC Exchangeable Shares—Adjustments to Reflect Certain Capital Events”. Our company and the partnership currently intend to satisfy any exchange requests on the BEPC exchangeable shares through the delivery of BEP units rather than cash. We therefore expect that the market price of BEPC exchangeable shares will be impacted by the market price of the BEP units and the combined business performance of our group as a whole. However, there are certain material differences between the rights of holders of BEPC exchangeable shares and holders of the BEP units under the governing documents of our company and the partnership and applicable law, such as the right of holders of BEPC exchangeable shares to request an exchange of their BEPC exchangeable shares for an equivalent number of BEP units or its cash equivalent (the form of payment to be determined at the election of our company) and the redemption right of our company. These material differences are described in the section entitled Item 10.B “Memorandum and Articles of Association—Comparison of Rights of Holders of BEPC Exchangeable Shares and BEP Units”.
Further, BEPC exchangeable shares are held by Brookfield Wealth Solutions and public shareholders and BEPC class B shares are held by the partnership. Dividends on each BEPC exchangeable share are expected to continue to be declared and paid at the same time and in the same amount per share as distributions on each BEP unit. The partnership’s ownership of BEPC class B shares entitle it to receive dividends as and when declared by our board of directors. The holders of the BEPC exchangeable shares are entitled to one vote for each BEPC exchangeable share held at all meetings of our company’s shareholders, except for meetings at which only holders of another specified class or series of shares of our company are entitled to vote separately as a class or series. The holders of the BEPC class B shares will be entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the BEPC exchangeable shares. Except as otherwise expressly provided in the BEPC articles or as required by law, the holders of BEPC exchangeable shares and BEPC class B shares will vote together and not as separate classes. See Item 10.B “Memorandum and Articles of Association—BEPC Exchangeable Shares”.
Our company’s current operations consist of approximately 13,396 MW of installed hydroelectric, wind, solar, storage and ancillary capacity across Brazil, Colombia, North America and Europe.
As a controlled subsidiary of the partnership, an integral part of our strategy is to participate along with institutional investors in Brookfield-sponsored funds, consortia, joint ventures and other arrangements, that target acquisitions that suit our company’s profile. Across our group’s business, our group leverages its extensive operating experience to maintain and enhance the value of assets, grow cash flows on an annual basis and cultivate positive relations with local stakeholders. Our group also makes investments in sustainable solutions businesses, which are generally comprised of emerging transition asset classes where our group’s initial investment positions it for potential future large-scale decarbonization investments.
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Brookfield Renewable targets a total return of 12% to 15% per annum on the renewable assets that they own, measured over the long term. Our group intends to generate this return from the in-place cash flows from our operations plus growth through investments in upgrades and expansions of our asset base, as well as acquisitions. The partnership determines its distributions based primarily on an assessment of our operating performance. Our group uses FFO to assess operating performance and can be used on a per unit basis as a proxy for future distribution growth over the long-term.
The BEPC exchangeable shares are listed on the NYSE and the TSX under the symbol “BEPC”.
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. The SEC maintains an Internet site 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://bep.brookfield.com/bepc. In addition to carefully considering the disclosure made in this document, shareholders are strongly encouraged to carefully review the partnership’s periodic reporting. The partnership is required to file reports, including annual reports on Form 20-F, and other information with the SEC. The partnership’s SEC filings are available to the public from the SEC’s website noted above. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedarplus.ca. Information about the partnership, including its SEC filings, is also available on its website at https://bep.brookfield.com. The information found on, or accessible through, our or the partnership’s website does not form part of this annual report on Form 20-F. See also Item 10.H “Documents on Display”.
History and Development of Our Business
On July 30, 2020, the partnership completed the special distribution of BEPC exchangeable shares to holders of BEP units of record on July 27, 2020. Prior to completing the special distribution, our company acquired the Business (as defined herein) from certain of the partnership’s subsidiaries (excluding a 10% interest in certain Brazilian and Colombian operations, which continue to be held by the partnership). The partnership directly and indirectly controlled the Business prior to the special distribution and will continue to control the Business subsequent to the special distribution through its interests in our company. See Item 5.A “Operating Results—Continuity of Interest”.
On July 31, 2020, Brookfield Renewable completed the TerraForm Power acquisition pursuant to which Brookfield Renewable acquired all of the public TerraForm Power shares, representing a 38% interest in TerraForm Power. Pursuant to the TerraForm Power acquisition, each holder of public TerraForm Power shares received 0.47625 of a BEPC exchangeable share or of a BEP unit for each public TerraForm Power share held by such holder. The TerraForm Power acquisition was completed in exchange for 55,552,862 BEPC exchangeable shares and 6,051,704 BEP units, on a post-split basis.
Simultaneously with the completion of the TerraForm Power acquisition, our company entered into voting agreements with the partnership and certain indirect subsidiaries of Brookfield to transfer the power to vote their respective shares held in TerraForm Power to our company. As a result, our company controls and consolidates TerraForm Power. The transfer of control of TerraForm Power to our company is considered to be a transaction between entities under common control and was valued based on Brookfield’s carrying value in TerraForm Power. The results of TerraForm Power that was not owned by our company will be presented as non-controlling interests to our company retrospectively to October 17, 2017, corresponding to all historical periods that TerraForm Power was under common control.
On December 24, 2024, BEPC completed a reorganization through a court approved plan of arrangement under the BCBCA (the “Arrangement”) pursuant to which (i) holders of Old BRHC’s exchangeable shares, other than Brookfield, received BEPC exchangeable shares for their exchangeable shares of Old BRHC on a one-for-one basis; (ii) Brookfield exchanged their class A exchangeable subordinate voting shares of Old BRHC for class A.2 exchangeable shares on a one-for-one basis; (iii) the exchangeable shares of Old BRHC were delisted; and (iv) BEPC exchangeable shares were listed on the NYSE and the TSX. The purpose of the Arrangement was to allow Brookfield Renewable to maintain the benefits of its business structure, while addressing proposed amendments to the Income Tax Act (Canada) that were expected to result in additional costs to BEPC if no action was taken.
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Recent Transactions
In March 2025, Brookfield Renewable issued C$450 million of Series 19 medium-term notes (green bonds) at a fixed rate of 4.542%. The Series 19 medium-term notes are fully and unconditionally guaranteed by BEP and certain of its subsidiaries.
In April 2025, Brookfield Renewable, together with institutional partners, completed the sale of a 1,004 MW portfolio of wind and solar assets in India in separate tranches for proceeds of approximately $188 million ($52 million net to Brookfield Renewable).
In June 2025, Brookfield Renewable issued C$250 million of fixed-to-fixed reset rate green subordinated hybrid notes at an initial fixed rate of 5.373%. The hybrid notes are fully and unconditionally guaranteed by BEP and certain of its subsidiaries.
In July 2025, Brookfield Renewable signed a Hydro Framework Agreement with Google to deliver up to 3,000 MW of hydroelectric capacity in the U.S. by the end of 2032, including the first two contracts for 670 MW of capacity.
In October 2025, Brookfield Renewable completed the acquisition of an incremental 15% ownership in Isagen for $1 billion. See Item 7.B “Related Party Transactions — Other Related Party Transactions”.
In December 2025, the TSX accepted a notice of BEPC’s intention to renew its normal course issuer bid for the BEPC exchangeable shares, which permits BEPC to repurchase up to 7,244,255 of its issued and outstanding BEPC exchangeable shares for a one-year period.
In December 2025, Brookfield Renewable, together with institutional partners, completed the sale of a 1.5 GW portfolio of operating distributed generation assets and a 47% interest in a 2.3 GW distributed generation development platform in the United States for base proceeds of approximately $1.1 billion ($449 million net to Brookfield Renewable). See Item 7.B “Related Party Transactions — Other Related Party Transactions”.
In December 2025, Brookfield Renewable, together with institutional partners, completed the sale of a 25% interest in a 403 MW portfolio of operating hydroelectric assets in the U.S. for proceeds of approximately $230 million ($111 million net to Brookfield Renewable). In January 2026, Brookfield Renewable, together with institutional partners, completed the sale of an additional 25% interest in the same portfolio for proceeds of approximately $230 million ($111 million net to Brookfield Renewable). See Item 7.B “Related Party Transactions — Other Related Party Transactions”.
In January 2026, Brookfield Renewable issued C$500 million of Series 20 medium-term notes (green bonds) at a fixed rate of 5.204%. The Series 20 medium-term notes are fully and unconditionally guaranteed by BEP and certain of its subsidiaries.
In January 2026, BEPC commenced the BEPC ATM for up to $400 million of BEPC exchangeable shares. Since the BEPC ATM commenced, 635,247 BEPC exchangeable shares were issued for gross proceeds of approximately $28 million. Approximately $372 million remains available for issuance until the BEPC ATM expires on February 24, 2027 (or is earlier terminated). Additionally, since the BEPC ATM commenced, Brookfield Renewable repurchased and cancelled 635,247 LP units under BEP’s normal course issuer bid at a total cost of approximately $20 million.
In February 2026, Brookfield Renewable, together with institutional partners, agreed to the sale of a 2.3 GW portfolio of operating utility-scale renewable power projects in the U.S. for expected proceeds of approximately $1.3 billion ($316 million net to Brookfield Renewable). The closing of this transaction is subject to customary closing conditions, with closing expected to occur in the first half of 2026. 7.B “Related Party Transactions — Other Related Party Transactions”.
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4.B BUSINESS OVERVIEW
Our Operations
Our company’s current operations consist of approximately 13,396 MW of installed hydroelectric, wind, utility-scale solar, and distributed energy and sustainable solutions capacity across the North America, South America and Europe.
We intend to generate a stable, predictable cash flow profile sourced from a portfolio of low operating cost, hydroelectric, wind and solar assets that sell electricity under contracts with creditworthy counterparties. As a controlled subsidiary of the partnership, an integral part of our strategy is to participate along with institutional investors in Brookfield-sponsored funds, consortia, joint ventures and other arrangements, that target acquisitions that suit our company’s profile.
The table below outlines our hydroelectric, wind, utility-scale solar and distributed energy & sustainable solutions power asset portfolio as at December 31, 2025:
River Systems Facilities Capacity (MW) Storage Capacity (GWh)
Hydroelectric
United States(1) 29 139 2,906 2,559
Colombia(2) 11 31 3,373 3,703
Brazil 24 36 850 —
Total 64 206 7,129 6,262
Wind
United States — 11 1,667 —
Canada — 1 78 —
Brazil — 23 594 —
Total — 35 2,339 —
Utility-scale solar — 110 3,157 —
Distributed energy & sustainable solutions 1 2 771 1,095
65 353 13,396 7,357
(1) Includes four battery storage facilities in North America (50 MW).
(2) Includes two wind plants (32 MW) and seven solar plants (140 MW) in Colombia.
The electricity generated by our facilities is dependent upon available water flows and upon wind and weather conditions generally. Hydrology, wind and weather conditions have natural variations from season to season and from year to year and may also change permanently because of climate change or other factors. See Item 3.D “Risk Factors—Risks Relating to Our Operations and Our Industry—Changes to resource availability, as a result of climate change or otherwise, at any of our renewable power facilities could adversely affect the amount of electricity that we are able to generate”
Current Operations
United States
Our company is strategically focused on power markets in the United States. The majority of our company’s hydroelectric capacity in the United States is located in New York, Pennsylvania and New England. In New York, our company is one of the largest independent power producers with 74 hydroelectric facilities with an aggregate installed capacity of 711 MW. In Pennsylvania, our company has four hydroelectric facilities with an aggregate installed capacity of 747 MW. In New England, our company has 48 hydroelectric facilities with an aggregate installed capacity of 700 MW.
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A number of our company’s U.S. hydroelectric assets have water storage reservoirs that can collectively store approximately 2,500 GWh, or approximately 38% of their annualized long-term average generation. Our company also benefits from a 50% joint-venture interest in a 666 MW hydroelectric pumped storage facility located in Massachusetts. Pumped storage is a form of hydroelectric power that allows energy to be stored by pumping water up into a reservoir, and then producing power by releasing the water when power prices are higher.
Through our subsidiary TerraForm Power, we have a geographically diverse portfolio of utility-scale wind and solar platforms located principally in California, Illinois, Texas and New York with an aggregate installed capacity of approximately 2,336 MW, including 78 MW of wind assets and 59 MW of solar assets in Canada and 101 MW of solar assets in Chile. In December 2025, Brookfield Renewable, together with institutional partners, sold TerraForm Power’s 700 MW distributed generation solar portfolio in the U.S.
Our right to operate our generation facilities in the United States are secured primarily through long-term licenses from FERC, the federal agency that regulates the licensing of substantially all power plants in the United States. FERC has oversight of substantially all of our ongoing project operations. Our ability to sell power from certain of our generation facilities is also subject to the receipt and maintenance of certain approvals from FERC, including the authority to sell power at market-based rates.
In August 2022, we, together with institutional partners, committed to invest up to $137 million ($28 million net to the company) into a joint venture with California Resources Corporation to develop CCS projects in California, with the option to invest a further $363 million ($73 million net to the company) in approved CCS projects in California. We together with our institutional partners have to date funded $160 million ($32 million net to the company). The company holds an approximate 10% economic interest.
In December 2024, we, together with institutional partners, entered into a strategic partnership with a leading eFuels manufacturer, to invest up to $1.1 billion (approximately $220 million net to Brookfield Renewable), consisting of a $200 million upfront structured equity investment, including the construction of a production facility in West Texas, and an exclusive right to invest up to $850 million in future projects that meet certain investment criteria. We together with our institutional partners have to date funded $91 million ($18 million net to the company).
Market Opportunity
Demand for power in the U.S. has significantly increased over the past three years on the back of accelerating digitalization and the proliferation of AI. The large “hyperscaler” cloud service providers are headquartered in the U.S. where they are investing the most capital to deploy this technology. Further, policy momentum to drive greater industrial, manufacturing, and data center activity in the country are expected to dramatically accelerate electricity demand in the U.S. These tailwinds, and renewable power’s position as the lowest cost source of bulk power and most readily deployable technology is driving increased investment in the country. Today corporate demand is a large driver of investment in new renewables. For example, there are now almost 440 members of the “RE100” group of companies that have committed to transition their electricity supply to 100 percent renewable by at least 2050, providing low cost, clean and secure power for their businesses.
In addition to the strong demand for power, there has been broad-based policy momentum in the U.S. toward increased energy independence and the reliability of generation sources such as hydropower and nuclear. Additionally, the U.S. is the world’s second largest wind market with approximately 153,000 MW of installed wind capacity. One of the drivers of renewable power growth in the country has been the adoption of RPS targets in 29 states, the District of Columbia, Puerto Rico, and Guam. In addition, growth has been driven by various government incentive programs that have helped with the initial development of renewable power supply chains and to bring down costs.
In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA provides clarity with respect to clean energy incentives in the U.S., and continues long-term policy support for nuclear generation, hydropower, and energy storage. The OBBBA is also expected to support scaling of the domestic supply chain in the U.S. for clean energy technologies and generation. Also see Item 3.D “Risk Factors — Risks Relating to Our Operations and Our Industry”.
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In the U.S., our group is primarily focused on power markets in the northeast (New York, New England), the mid-Atlantic (including the PJM ISO and north SERC regions), California, the Midwest (including the MISO region) and Texas (ERCOT). These regions benefit from competitive wholesale power markets, growing electricity demand and an increasing need for reliable and flexible generation, supporting continued demand for renewable power. We are also seeing increasing demand for decarbonization-as-a-service, which we expect to be a multi-billion opportunity over the next decade, with investment driven by ambitious sustainability targets and as potential customers face pressure to decarbonize through clean power, electrification and reduced energy consumption.
Europe
Our Spanish business includes 350 MW of CSP capacity. The principal revenues generated by our Spanish business’ CSP assets in Spain are received pursuant to a regulated return that is set by Spanish legislation. 150 MW of our CSP assets in Spain are entitled to a regulated rate of 7.39% through December 31, 2031, and 200 MW of CSP assets are entitled to a regulated return rate of 7.09% through December 31, 2025. The regulated return rate is set every six years and is in the process of being updated by the Spanish regulator for 2026 onwards.
Market Opportunity
The European renewable energy market represents a significant growth opportunity for our business. Across the E.U. and the U.K., a population of approximately 520 million is served by a power system with a capacity of more than 1,000 GW, generating approximately 3,000 TWh annually. Renewable generation technologies account for over half of total installed capacity, including approximately 160 GW of hydroelectric, 270 GW of wind and 330 GW of solar PV capacity. Our investment and growth strategy in Europe focuses on larger, low-sovereign risk markets that have both a record of reliable renewable policies and renewable assets with attractive long-term fundamental value and scarcity attributes.
Europe has long been at the forefront in adopting policies to support renewables development. In 2022, the E.U. further increased renewable deployment and decarbonization ambitions as part of a package of measures with the goal of cutting Russian gas imports to zero before 2030. In the REPower E.U. plan, the E.U. committed to increasing renewables deployment targets for 2030 by another 10% compared to the previous targets, which would roughly require over 313 GW of additional wind-equivalent power capacity and 387 GW of additional solar capacity by 2030 across the E.U. Historically, individual member states have sought to meet binding E.U. targets through incentive programs such as the use of long-term contracts for differences, as in Germany, U.K. and Poland. This has been complemented by growth in demand for PPAs from corporate counterparties looking to decarbonize as well as hedge their power costs. Over 10 GW of corporate PPAs were entered into in Europe in 2025.
The E.U.’s carbon emissions cap-and-trade program and national policies like the U.K.’s carbon price floor mechanism enhance the competitive position of renewables generators by increasing the operating costs of conventional thermal generators. In January 2020, the U.K. formally withdrew from the E.U. The subsequent Trade and Co-operation Agreement saw commitments from both sides on energy market rules and access that are generally in-line with previous arrangements and agreed to maintain or increase their climate and renewable targets.
Spain
Spain is among the largest renewable markets in Europe and prospects of growth are significant based on the National Energy and Climate plans submitted to the European Commission. The market has stable and favorable contractual frameworks for renewables. Our regulated Spanish assets benefit from a “return on investment” based regime by which they receive an overall payment equivalent to the costs and initial investment to develop the project plus a reasonable regulated return on investment (approximately 7.1% for the majority of our assets). Additionally, a significant part of this regulated payment is based on capacity which provides certainty of cash flows to producers as market and volume risk is reduced.
Colombia
Brookfield Renewable’s 2016 acquisition of Isagen with its institutional partners marked our group’s entry into the Colombian market. The Brookfield Renewable consortium’s current ownership interest in Isagen is over 99% with Brookfield Renewable’s share being approximately 37%. Isagen’s principal office is located in Medellín. Isagen’s Colombian National System Control Center is also located in Medellín and allows for the remote monitoring and control of Brookfield Renewable’s assets in the country.
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The consortium holds its interest in Isagen through an entity (“Hydro Holdings”), which is entitled to appoint a majority of the board of directors of Isagen. The general partner of Hydro Holdings is a controlled subsidiary of our company. We are entitled to appoint a majority of Hydro Holdings’ board of directors, provided that Brookfield Corporation and its subsidiaries (including Brookfield Renewable) collectively are (i) the largest holder of Hydro Holdings’ limited partnership interests, and (ii) hold over 30% of Hydro Holdings’ limited partnership interests. Brookfield Corporation and its subsidiaries (including our group) currently meet such ownership test and is entitled to appoint a majority of the board of directors.
Isagen is Colombia’s third-largest power generation company and owns and operates a 3,373 MW portfolio. This portfolio accounts for approximately 15% of Colombia’s generating capacity and principally consists of large reservoir-based hydroelectric facilities. The hydroelectric assets include the largest reservoir by volume in Colombia and are collectively able to store approximately 13% of their annualized long-term average generation. Isagen’s portfolio also includes 419 MW of solar operating assets and 32 MW of wind operating assets.
Isagen owns all of its power generating assets in perpetuity and holds requisite water usage and other rights in respect of each of its assets.
In Colombia, revenues are typically secured through one to ten year bilateral contracts with local distribution companies in the “regulated market” and large industrial users. Isagen’s current long-term contracts’ average term is 5 years. These contracts reduce the exposure of both suppliers and end-users to price volatility in the spot market by fixing the price payable for a given amount of committed energy. Isagen’s PPAs take this approach and its 2026 revenues are approximately 75% contracted.
Market Opportunity
Colombia’s real gross domestic product has grown at an average rate of approximately 4% per year, while growth in demand for electricity has averaged approximately 3%. Over the long-term, we anticipate that electricity demand growth will be approximately 2.5% per year, reflecting our long-term view of gross domestic product growth and a view that per capita power consumption will converge with neighboring countries. Per capita power consumption of approximately 1,550 kWh per year in Colombia is well below that of most regional peers and only 10% of that in the United States.
As at October 31, 2025, Colombia had a total installed capacity of over 21 GW with hydro accounting for almost 65% of the supply mix and the remainder being supplied by natural gas, coal, diesel and solar. We expect that meeting Colombia’s growing demand for firm energy will become more difficult over time as recent challenges with the construction and operation of a dam near Ituango has made large-scale hydro development more challenging (despite significant untapped hydro resources) and natural gas imports are increasingly required to meet domestic needs due to falling natural gas production in Colombia. We believe we will be able to leverage our underlying hydro business to help the country meet its energy needs by extending the duration of contracts with customers and participating in opportunistic acquisitions and development projects.
Brazil
In aggregate our company owns and operates facilities totaling approximately 3.8 GW located in 10 Brazilian states, representing approximately 44% of the country’s population and approximately 40% of the economic activity (in GDP terms). As such, we believe Brookfield Renewable’s business in Brazil is particularly well positioned to participate in a large and diversified economy with further developmental potential. Since 2003, we have developed and built 48 facilities totaling approximately 2.3 GW of capacity.
Rights to hydroelectric sites are secured in Brazil by obtaining authorizations (such as water use leases) and concessions from the Brazilian Ministry of Mines and Energy through the National Agency for Electric Energy (“ANEEL”). We generally focus on SHPPs, a category of hydroelectric power plant with less than 30 MW of capacity. SHPP plants can be secured directly from ANEEL, whereas sites for hydroelectric plants above 50 MW can only be granted by public auction, requiring developers to bid the lowest tariff in order to win the concession and a PPA with local utilities. Of our authorizations and concessions (including hydroelectric, wind and solar), approximately 93% have remaining terms of more than nine years. Generally, our hydroelectric authorizations provide for an initial term of 35 years and the possibility to renew for an additional 30-year period subject to payment of certain amounts under a water lease. Similarly, hydroelectric concessions provide for an initial term of
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30 years with the possibility to renew the concession for an additional 30-year period, subject to payment of an amount equivalent to the estimated grant revenue. On the other hand, wind and solar authorizations provide for a fixed 35 year, non-renewable term. Wind and solar authorizations can also be secured from ANEEL.
In the Brazilian electricity market, energy is typically sold under long-term contracts to either load-serving distribution companies in the regulated market or smaller “free customers” in the free customer market. In the regulated market, we have typically entered into 20 year PPAs with distribution companies. In the “free customer” market, we have typically entered into PPAs with two to six year terms with industrial and commercial customers primarily engaged in well-established, stable industries like telecommunications, food services, sanitation and pharmaceuticals. Our PPAs in Brazil typically provide a fixed price that is fully indexed to inflation annually. Our Brazilian portfolio has a weighted average remaining contract term of approximately 9 years.
Market Opportunity
With the world’s seventh largest population and tenth largest economy, Brazil retains strong long-term growth potential despite the near-term economic challenges. Electricity consumption has sustained an average annual growth rate of approximately 3% over the last 30 years, a trend that is likely to continue in the long-term given that per capita consumption is still less than one-fourth of that in the United States.
Brazil’s generation capacity increased by 14.2 GW over the past year, reaching a total of 248 GW, with 90% of the expansion coming from solar power (including DG) and wind power plants. The Brazilian energy planning agency projects an average annual demand growth of 3.3% between 2025 and 2035. The agency estimates that, by the end of 2034, Brazil’s installed capacity will reach 332 GW. In this scenario, the renewable energy sector will account for 85% of total capacity, which emphasizes the country’s reliance on sustainable energy sources to address its future energy needs.
We believe there are two additional aspects of the Brazilian market that make our business there compelling. First, the majority of our hydroelectric facilities participate in the MRE, which significantly reduces the impact of variations in hydrology on our cash flows. Second, our SHPPs and our wind and solar assets operate in a segment of the market that benefits from certain preferred economic and regulatory rights. Customers that purchase power from these plants benefit from a special discount for the use of the distribution system which, in turn, enables generators like us to capture a portion of this discount through higher prices to end-user customers.
Operating Philosophy
Like the partnership, our company employs a hands-on, operations-oriented, long-term owner’s approach to managing our company’s portfolio. We believe this approach ensures that we maintain and, where possible, enhance the value of our assets by being able to identify and manage technical, economic or stakeholder issues that may arise. The operation of our generating facilities is largely decentralized across North America, Europe and South America, where our local teams have expertise and experience operating in their home markets. Our company supports our company’s operators with a corporate team that provides global oversight of Brookfield Renewable and, among other things, assists in the sharing of best practices, establishes consistent global policies on compliance, sustainability, information technology, health, safety and security, human resources, stakeholder relations, procurement, human rights, climate, governance and anti-bribery and anti-corruption.
Our company also benefits from the expertise of Brookfield which provides strategic direction, corporate oversight, commercial and business development expertise, and oversees decisions regarding the funding and growth of our business. We believe this approach leads to a strong decision-making culture and long-term owner-oriented investment philosophy to build value.
Capital Expenditures
Our principal capital expenditures relate to the construction and maintenance of our renewable power generation fleet. The table below summarizes the amounts invested in capital expenditures for the periods presented.
US$ Millions For the year ended December 31,
2025 2024 2023
$ 1,138 $ 949 $ 1,028
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These capital expenditures have been financed with working capital generated and retained within our business, supplemented by non-recourse debt sized to investment grade coverage and covenant thresholds. There were no material divestitures within the periods presented above and there are no material divestitures that are currently the subject of a definitive agreement.
Our Competitive Strengths
Brookfield Renewable is a globally diversified, multi-technology, owner and operator of clean energy and sustainable solutions assets. Our strategy is to utilize our global reach, scale capital and experience to acquire and develop high quality clean energy and sustainable solutions assets below intrinsic value, finance them on a long-term, low-risk and investment grade basis through a conservative financing strategy and then optimize cash flows by applying our operating expertise to enhance value or bring these assets into production generating incremental cash flows for our business.
One of the largest, public decarbonization businesses globally with a strong track record of value creation. Brookfield Renewable has a 25-year track record as a publicly traded operator, developer and investor in renewable power and sustainable solution assets. Today our group has a large, multi-technology and globally diversified portfolio that is supported by approximately 5,870 experienced employees (inclusive of employees employed by our group’s consolidated portfolio companies). Brookfield Renewable invests in assets directly, as well as with institutional partners, joint venture partners and through other arrangements. Our group has also made investments in sustainable solutions, comprised of assets and businesses that enable the transition to net-zero where we can leverage our access to capital and partnerships to accelerate growth, and emerging transition asset classes where our group’s initial investment positions us for potential future large-scale decarbonization investment. Our group’s sustainable solutions portfolio also includes investments in power transformation opportunities where we have invested in businesses to enable the reduction of greenhouse gas emissions through the deployment of traditional renewables.
Diverse and high-quality portfolio of renewable power and sustainable solutions assets. Brookfield Renewable has a complementary portfolio of hydroelectric, wind, utility-scale solar, energy storage and distributed generation and other sustainable solutions assets:
•Hydroelectric Power. Today, hydroelectric power is the largest segment in our group’s portfolio and continues to be a premium and differentiated technology as one of the longest life, lowest-cost and cleanest forms of power generation. Hydroelectric plants have high cash margins and storage capacity with the ability to dispatch power at all hours of the day.
•Wind & Solar Power. Our group’s wind and utility-scale solar generation facilities provide exposure to some of the fastest growing renewable power sectors, with high cash margins, zero fuel input cost, and diverse and scalable applications. Wind and solar are now among the lowest cost forms of power generation available globally.
•Energy Storage & Distributed Generation. Our group’s energy storage facilities provide the markets in which they are located with critical services to the grid including dispatchable generation, and our distributed generation assets provide independent, secure, behind the meter power solutions to customers.
•Sustainable Solutions. Our group’s sustainable solutions assets, such as carbon capture, renewable natural gas capacity, our nuclear service business and our eFuels business, are helping corporates and countries enhance their operations and achieve their net-zero goals.
With our group’s scale, diversity, operating and development capabilities and the quality of our group’s assets, our group is competitively positioned relative to other renewable power and transition companies. Our group’s large pipeline and differentiated capabilities provide significant scarcity value and growth potential for our group’s investors.
Best-in class operators and developers. Brookfield Renewable has approximately 5,270 experienced operators (inclusive of employees employed by our group’s consolidated portfolio companies) that are located across the globe to help optimize the performance and maximize the returns of all our group’s assets. Our group’s experience operating, developing, and managing power generation facilities spans over 120 years. We continue to accelerate our group’s development activities as our group builds out Brookfield Renewable’s over 200 GW renewable power
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pipeline, and further enhance our group’s decarbonization offering to our group’s customers through the build out of our group’s sustainable solutions assets, which includes opportunities to invest in material recycling, CCS, RNG, eFuels and others. Increasingly, the combination of our group’s operating and developing capabilities with our growth pipeline is differentiating our group’s business as the partner of choice for buyers of clean power and entities looking to decarbonize, driving the growth of our group’s business.
Positioned to meet growing demand for power, accelerate decarbonization and improve the stability of electricity grids. Energy demand continues to accelerate, driven by the multi-decade trends of electrification and reindustrialization, and this has been further amplified by AI in recent years. Today, renewables are the lowest cost source of bulk power generation in most regions, and the most readily deployable, making them among the most viable solutions to help meet energy demand growth. Our group is positioned to meet this demand with our group’s large, diverse global development pipeline and differentiated capabilities. In addition to power demand growth, renewables help mitigate energy security risks while also enabling corporates and governments to achieve their decarbonization goals. We believe that our group’s scale and global operating, development and investing capabilities make our group well positioned to partner with governments and corporates to help them achieve their transition targets, while also improving the stability of grids through the delivery of secure, low-cost renewable power.
Strong financial profile and conservative financing strategy. Brookfield Renewable maintains a robust balance sheet, strong investment grade rating, and access to global capital markets to ensure cash flow resiliency through the cycle and flexibility to opportunistically deploy capital. Our group’s approach to financing is to raise the majority of our group’s debt in the form of asset-specific, non-recourse borrowings at our group’s subsidiaries on an investment grade basis with no financial maintenance covenants.
Well positioned for cash flow growth and an attractive long term distribution profile. Our group has diverse, reliable and derisked cash flow growth levers that help enable our group’s stable distribution growth target of 5% to 9% annually. Our group’s business is funded by internally generated cash flows, asset recycling and upfinancing which support organic development and acquisition activities that contribute to cash flow growth. Our group’s operating cash flows also have embedded growth levers including inflation escalations in the vast majority of our group’s contracts, potential margin expansion through revenue growth and cost reduction initiatives.
Disciplined investment strategy and differentiated capabilities. Our group’s global scale, access to capital and capabilities across technologies allow us to flexibly deploy capital in order to earn strong risk-adjusted returns. Our group takes a disciplined approach to allocating capital into development and acquisitions focused on downside protection and preservation of capital, leveraging Brookfield’s team of over 150 investment professionals globally who are dedicated to sourcing and underwriting accretive acquisitions on an opportunistic basis. Our group’s ability to develop and acquire assets is strengthened by our group’s operating and project development teams across the globe, our group’s commercial and supplier relationships, our group’s strategic relationship with Brookfield, and our group’s liquidity and capitalization profile.
Differentiated approach to asset development and asset management. Our group employs a conservative, differentiated approach with respect to asset development and management whereby our group looks to remove what we call “basis risk” before committing significant capital. To do this, our group looks to secure financing, customer agreements and engineering, procurement and construction contracts concurrently so our group has strong visibility on cash flows and can lock-in our group’s target returns. Where possible, our group looks to secure fixed rate financing, inflation indexed customer agreements and full wrap construction contracts to minimize uncertainty and provide strong visibility to our cash flows.
Decarbonization Growth Opportunity
Demand for clean energy and broader decarbonization solutions continues to increase, driven increasingly by rapid growth in power demand, the need for secure and reliable energy systems, and the economics of clean energy technologies, which are now the lowest-cost sources of power generation in most markets globally. This shift is expanding demand well beyond traditional renewable generation to include grid infrastructure, storage, firm low-carbon power, and electrification and efficiency solutions across the economy. Advancing the energy transition and meeting the increasing energy demand is expected to require substantial capital – in excess of $200 trillion over the next three decades – and will require significant expertise and investment in both scalable clean energy solutions and
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electrification and investment to convert carbon-intensive industries to cleaner and more sustainable methods of production.
Global Clean Energy Drivers
We believe that strong continuing growth in renewable power generation and other decarbonization investment opportunities will be driven by the following:
Accelerating demand from digitalization, AI and electrification. With the continued proliferation of artificial intelligence and growth in cloud computing, technology companies are investing heavily in data center development to support the roll out of new products and digitalization. The increased computing power and energy requirements from AI is resulting in an acceleration in demand for power in developed markets. Large technology companies, who have 100% green power targets, are increasingly looking for reliable partners to deliver scale renewable power solutions and with renewables being the most readily deployable source of new power, in addition to being the most affordable, they represent the most viable solution. Demand for power is also increasing on the back of broader electrification of industry, and traditional renewables technologies and battery storage solutions can be combined to help deliver the required power. Growing demand for reliable, large-scale power is also driving increased investment in nuclear energy, valued for its clean, scalable, and baseload capabilities to support electricity demand growth.
Renewable energy is increasingly the most viable solution to meet electricity demand growth. Renewable power is the lowest cost source of bulk electricity in most markets around the world and costs are expected to continue to fall as supply chains diversify and expand. In 2024, renewables made up approximately 32% of global electricity generation compared to approximately 21% in 2012, while coal, gas and oil fell from a combined approximately 68% down to approximately 59% over the same period. We expect that utilities and corporates will increasingly seek to grow exposure to renewables to both meet increasing power needs and limit exposure to volatile fuel costs.
Energy security is an increasing priority. Since the onset of the conflict in Ukraine in February 2022, there has been a renewed focus on energy security in Europe and globally, and the recognition that renewables can reduce dependence on imported gas and energy costs. In May 2022, the E.U. released its REPower E.U. strategy which aims to make Europe independent from Russian gas imports by 2027. The strategy increased wind and solar generation targets to over 1,200 GW of total installed capacity by 2030 to reduce gas consumption for power generation and further support green hydrogen production to reduce industrial gas consumption. In April 2025 the U.K. pledged to invest £300 million in offshore wind projects as part of its energy security efforts. Beyond Europe, there has also been an increase in ambition for renewable deployment in China, India and the United States to reduce dependence on imported fuels and reduce energy costs. For example in the United States, executive orders signed in May 2025 seek to strengthen the domestic industrial base for nuclear power through development of the workforce, furthering fuel-cycle independence, and reducing reliance on foreign suppliers of uranium, enrichment and conversion services.
Mainstream recognition of climate change risk and serious commitment to action. Global support for decarbonization – and by implication the further promotion of renewable technologies – was solidified in December 2015 as 197 countries agreed at the COP21 Conference in Paris to develop national strategies consistent with limiting the increase in global temperature by 2050 to less than two degrees Celsius above pre-industrial levels. Since the Paris Agreement was adopted, it has been ratified by over 190 countries. In December 2023, at COP28 in the UAE, parties undertook the first-ever Global Stocktake to assess collective progress toward the Paris Agreement’s goals, culminating in the UAE Consensus, which reinforced the need to reduce greenhouse gas emissions, transition away from fossil fuels in energy systems, and accelerate the deployment of clean energy, including a global call to triple renewable energy capacity and double energy efficiency improvements by 2030. Momentum continued at COP29 in Azerbaijan, where parties agreed on a new collective quantified goal on climate finance, committing to mobilize at least $300 billion annually by 2035 for developing countries, with an emphasis on scaling finance from public, private, and multilateral sources. Most recently, COP30 in Belém, Brazil, widely described as a “COP of implementation”, focused on translating commitments into action, adopting the Belém Political Package to strengthen multilateral cooperation, scale adaptation finance, advance just transition mechanisms, and accelerate climate action across mitigation.
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Supportive policy and regulation. Regulatory support for the development of clean energy typically includes renewable portfolio standards (“RPS”), which require electricity distributors to obtain a minimum percentage of their power from renewable energy resources by specified target dates, and tax incentives or direct subsidies. Globally, around 145 countries covering 80% of global emissions have announced or are considering net-zero targets. While these policies help signal climate risk, mobilize finance and enable investment in clean energy, it is the cost competitiveness and speed to market of renewables and demand for power that are ultimately driving development of new clean power, irrespective of the incentive schemes or policies. Also see Item 3.D “Risk Factors — Risks Relating to Our Operations and Our Industry”.
Competition and Marketing
Brookfield Renewable operates in various North American, European, Colombian and Brazilian power markets. The nature and extent of competition we face varies from jurisdiction to jurisdiction. Brookfield Renewable’s main competition in its electricity markets are natural gas, nuclear, oil and coal fired power generators as well as other renewable energy generators who use hydro, wind, geothermal, solar PV and solar DG technologies. The market price of commodities, such as natural gas, is an important driver of energy pricing and competition in most energy markets, especially in Brazil, Colombia and the United States. Our group has strong relationships with power authorities, distribution companies, and commercial and industrial customer with whom we deliver tailored power solutions that provide us with leverage when negotiating power purchase contracts.
In the United States, our group’s energy marketing activities are managed and performed by our subsidiary BRTM. These businesses operate 24 hours/day, 365 days/year and our energy marketing business performs transaction execution, risk management, settlement, information technology, regulatory, legal and human resource functions. This business also provides our group with valuable market intelligence regarding pricing dynamics, regulatory regimes and market participants.
Our marketing efforts focus on leveraging our competitive advantages described in Item 4.B “Business Overview” and our group’s world-class operating businesses described in Item 4.B “Business Overview—Operating Philosophy”.
Our group also leverages its relationship with Brookfield, which our group believes provides a unique competitive advantage considering Brookfield’s strong reputation in the energy marketing, asset management, infrastructure and global real estate industries. See Item 7.B “Related Party Transactions — Licensing Agreement”.
Intellectual Property
Brookfield Renewable, as licensee, entered into the Licensing Agreement with Brookfield pursuant to which Brookfield granted our group a non-exclusive, royalty-free license to use the name “Brookfield” and the Brookfield logo worldwide. Other than under this limited license, our group does not have a legal right to the “Brookfield” name and the Brookfield logo. Brookfield may terminate the Licensing Agreement immediately upon termination of the Master Services Agreement and it may be terminated in the circumstances described under Item 7.B “Related Party Transactions — Licensing Agreement”.
Governmental, Legal and Arbitration Proceedings
Our group is occasionally named as a party in various claims and legal proceedings that arise during the normal course of our business. With respect to claims and proceedings, our group reviews each of these matters, 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 matter, our group does not believe that the outcome of any matters or potential matters of which our group is currently aware would have a material adverse effect on our group’s businesses.
Regulation
Various activities of Brookfield Renewable require registrations, permits, licenses, inspections and approvals from governmental agencies and regulatory authorities and our group strives to comply with all regulations applicable to our group’s operations. Water rights are generally owned or controlled by governments that reserve the right to control water levels or may impose water-use requirements. Our group holds concessions, licenses and
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permits to operate our facilities, which generally include rights to the land and water required for power generation. Wholesale market structures or rules provide our group with rights to access the power grid.
Our group is also subject to various laws and regulations relating to health, safety, security and environmental matters. These laws and regulations may change and our group may become subject to more stringent laws and regulations in the future. Compliance with more stringent laws and regulations could have an adverse effect on our group’s business, financial condition or results of operations. Our group has established policies and procedures for environmental management and compliance, and our group has incurred and will continue to incur significant capital and operating expenditures to comply with health, safety, security and environmental laws and to obtain and comply with licenses, permits and other approvals and to assess and manage potential liability exposure. See also information contained under Item 3.D “Risk Factors — Risks Relating to our Operations and our Industry”.
Employees and Offices
Brookfield Renewable does not employ the individuals who provide management services to our group under the Master Services Agreement, including the individuals who serve as the Chief Executive Officer and Chief Financial Officer of our company and the general partner of BEP. The personnel that carry out these activities are employees of Brookfield, and their services are provided to Brookfield Renewable, including for the benefit of our company, under the Master Services Agreement. For a discussion of the individuals from Brookfield’s management team that are involved in our renewable power business, see Item 6.A “Directors and Senior Management—The Master Services Agreement” and for a discussion of our employees, see Item 6.D “Employees”.
Our Group’s Approach to Sustainability
Our group’s approach to sustainability is a key part of how our group conducts its business as an investor, developer, owner and operator of one of the world’s largest publicly traded platforms for renewable power and sustainable solutions. We believe that strong sustainability principles, practices and performance support creating a resilient business and generating long-term value for our group’s stakeholders. Our group’s sustainability approach and considerations are informed by our materiality process, stakeholder engagement, and external standards and frameworks and are embedded throughout our group’s business activities, investment lifecycle, and decision-making processes.
•Materiality: Our group regularly conducts regular materiality assessments, taking a double-materiality approach, defining material sustainability considerations as those with the potential to significantly impact our group’s business, the natural environment where we operate, and our group’s stakeholders, including our people and the communities where we operate.
•Management systems: Our group maintains an environmental and social management system to identify, assess, and manage sustainability risks, impacts, and opportunities. We require each operating business to maintain a sustainability program that addresses Brookfield Renewable’s material considerations including environmental protection, GHG emissions and biodiversity, climate-related risks and opportunities, social responsibility, human rights, and supply chain sustainability.
•Community and stakeholder engagement: Our group engages regularly with stakeholders including employees, business partners, investors, customers, suppliers, Indigenous Peoples and communities to foster trust, build partnerships, and create shared value.
•Governance: Our group focuses on strong governance structures that underpin and embed sustainability in our business activities. We define clear accountabilities and support our group’s operating businesses in managing material sustainability considerations, monitoring and reporting on environmental and social performance with the goal of fostering long-term value. Our group complies with applicable laws in the countries in which we operate.
•Sustainability integration and monitoring: Sustainability considerations are integrated into our group’s pre-acquisition due diligence, supply chain due diligence, project development, construction, operation and decommissioning. Our group tailors sustainability due diligence, leveraging our group’s investment and operating expertise and using guidance from the Sustainability Accounting Standards Board. Our group seeks to proactively identify material sustainability risks and opportunities most relevant to the investment and tailor our due diligence work accordingly. After acquiring or investing in an asset, our group
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implements a tailored integration plan that includes material sustainability-related priorities. The management teams within each business are accountable for integrating new investments and managing sustainability risks and opportunities through the investment’s life cycle. Our group monitors performance through audits, third-party assurance, grievance mechanisms, and periodic management reviews. Finally, as part of our group’s divestiture process, we outline potential value creation from several different factors, including sustainability considerations.
We regularly review and refine our group’s programs, informed by evolving regulations, industry standards, and stakeholder engagement.
Environment
Clean energy growth is a global goal shared by many governments, corporations and investors. As a leading investor, developer, owner and operator of clean energy, our group built our position in this sector over many decades and will leverage our operational expertise to support the multi-decade energy transition. Our group’s clean energy assets already support countries and businesses globally in addressing their energy needs and decarbonization efforts, and we will continue to partner to support the energy transition.
Our group’s strategy is focused on supporting the energy transition. We do this through operating and developing clean energy assets at scale, allocating capital to broader sustainable solutions and driving decarbonization in carbon-intensive sectors. To support this, our group has set a specific target for adding clean energy capacity: from 2022 develop an additional 21,000 MW of new clean energy capacity by 2030, which would represent a doubling of our group’s operating portfolio to 42,000 MW. In 2025 our group met this target early, having developed a cumulative 23,000 MW of clean energy over the past four years. See Item 3.D “Risk Factors — Risks Relating to Our Growth Strategy.”
While our group’s overall strategy is focused on scaling renewable power and sustainable solution assets, we recognize the importance in reducing emissions in our group’s business. We have a goal to achieve net-zero GHG emissions by 2050 or sooner across Scope 1, 2 and material Scope 3 GHG emissions and have set the following two specific targets:
•Achieving net zero for Scope 1 & 2 market-based GHG emissions from our group’s power generation operations by 2030 from a 2020 base year. This target is supported by established plans to reduce material sources of emissions from our group’s operations (Scope 1) on a per MWh basis and to purchase 100% clean electricity (Scope 2) at our group’s facilities. In addition, we continue to measure our group’s Scope 3 value chain emissions and work with our suppliers to identify and execute on emission reduction initiatives.
•Setting emissions reduction targets and plans to align with the Paris Agreement for 100% of carbon intensive investments. We seek opportunities to help businesses – primarily those in the energy, utility and industrial sectors – to align with the goals of the Paris Agreement by setting interim and long-term targets against Paris-aligned pathways and integrating these targets into the strategy, business plan and governance processes of new acquisitions.
Additionally, we look to effectively manage environmental dependencies, impacts, risks and opportunities, seeking to identify risks and develop management plans where risks to priority biodiversity or water scarcity exist, in line with internationally recognized frameworks. We are also focused on improving the circularity of our group’s facilities, looking for opportunities to work with our suppliers to divert waste and major equipment from landfills through reduction in material, re-use and refurbishment, recycling and vendor take-back.
We also support the market for green financing products, helping to accelerate the global energy transition, while reducing the cost of our group’s borrowing. Our group’s Green Financing Committee, comprised of representatives from our Capital Markets and Treasury teams, manages our group’s sustainable financing strategy in collaboration with Brookfield Renewable’s Sustainability Team. The Chief Financial Officer of our group’s Service Provider oversees our strategy and includes these matters in reports to the board of directors of the Managing General Partner.
In 2025, our group issued approximately $10 billion of green financings at both the corporate and project levels. Our group’s Green Financing Framework has received a medium green overall rating by second-party opinion provider S&P, with all of our eligible investment categories receiving medium or dark green classifications under
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S&P’s Shade of Green methodology. All of our group’s project-level green bonds received over 90 out of 100 Green Evaluation scores from S&P. S&P cited that Brookfield Renewable’s environmental stewardship, commitment to renewable power and use of proceeds towards renewable power generation contributed to this top score.
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Social
Brookfield Renewable seeks to make a positive difference for our people and the communities in which we operate. We support the development of our employees and strive to create an open and inclusive work environment for our teams to thrive. We continuously strive to achieve excellence in health and safety performance and to be industry leaders in risk management and incident prevention. Our group’s health and safety management philosophy emphasizes the importance of leadership, line management accountability, a managed system approach and the identification and elimination of high-risk hazards as the cornerstones of exceptional performance.
Across our group’s value chain, we strive to build strong relationships with our community partners. We proactively engage with communities where we operate with the aim of creating shared value, recognizing that transparent and strong relationships with local stakeholders are essential for the successful development and operations of our group’s facilities. We maintain a consistent approach in our businesses and operating facilities when engaging with local communities, in line with our group’s Sustainability and Human Rights Policies. We focus on engaging with and supporting local and Indigenous communities where we operate, working to integrate their interests and safety appropriately into our decision-making, developments, and operations. When considering investing in or building a new facility, we conduct assessments and due diligence to identify local stakeholders. We identify relevant affected communities, including landowners, vulnerable groups, and Indigenous communities. We consult and work proactively with local stakeholders to consider their interests in our decision-making, developments and operations, and develop community engagement plans tailored to their specific needs and context.
Brookfield Renewable is dedicated to treating stakeholders, including employees, customers, suppliers, and the communities in which we operate with dignity and respect. Our group’s human rights policy and associated programs include adhering to all laws and regulations that apply to our group’s operations regarding fair labor and employment conditions and making efforts within our group’s business to enhance our group’s due diligence, key contract terms, policies, procedures and collaboration with respect to human rights and the supply chain. Our group’s commitment to human rights is integrated throughout our decision-making and operations.
Governance
Brookfield Renewable maintains high ethical standards across our group’s organization, key elements of which include our group’s Code of Business Conduct and Ethics, Anti-Bribery and Anti-Corruption Policy, a whistleblower hotline, and supporting controls and procedures. To ensure best practices are adopted by our group’s contractors, Brookfield Renewable has established a Vendor Code of Conduct to better ensure that our group’s contractors’ values, priorities and business practices are aligned with our own. The standards set by these policies are designed to meet or exceed applicable law and regulation. Brookfield Renewable recognizes the importance of transparently reporting our group’s sustainability programs and our group’s ESG progress to stakeholders including our group’s investors. As such, Brookfield Renewable began publishing an annual sustainability report in 2020 detailing how our group embeds sustainability considerations into our group’s business and continue to report in alignment with the recommendations of the Taskforce on Climate-related Financial Disclosures.
Oversight of Brookfield Renewable’s sustainability matters resides with our group’s board of directors and senior leadership team:
•Board of Directors: The board of directors of our group and its committees oversee Brookfield Renewable’s sustainability strategy, which is focused on decarbonization, and reviews Brookfield Renewable’s sustainability approach and performance throughout the year. It also reviews global policies related to sustainability and monitors the performance of our group’s regional businesses. The board of directors of our group receives quarterly updates on sustainability performance.
•Executive Management Team: The Chief Executive Officer of our group’s Service Provider has ultimate accountability for implementing strategy for the business, including the delivery of sustainability programs and goals. The Chief Executive Officer of our group’s Service Provider and the executive management team set and provide oversight for delivery of the strategic vision and priorities of our group’s business.
•Regional Business and Portfolio Company Leads: The Chief Executive Officers of our group’s regional businesses and portfolio companies implement local objectives within their business and are accountable
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for sustainability performance and managing sustainability risks and opportunities through the investment and operational lifecycles.
•Sustainability Steering Committee: Our group’s Sustainability Steering Committee manages the strategic sustainability framework by setting goals for priority topics, sharing best practices, monitoring progress towards our goals, and seeking opportunities for continuous improvement. The committee is chaired by our group’s Chief Sustainability Officer and includes the Chief Executive Officers and Chief Operating Officers of our group’s operating businesses, our group’s Chief Technical Officer, and sustainability and operations experts from across our group’s businesses.
•HSS&E Steering Committee: Our group’s HSS&E Steering Committee manages Brookfield Renewable’s strategic HSS&E framework. The committee sets our group’s comprehensive health and safety policies, upholds our group’s health and safety culture and management system, shares best practices, seeks opportunities to continually improve our group’s safety performance and monitors performance against our group’s goal of zero high-risk incidents. The committee is chaired by our group’s Chief Risk Officer and includes the Chief Executive Officers and Chief Operating Officers of our group’s operating businesses, our group’s Chief Technical officer, and HSS&E and operations experts from across our group’s business.
•Investment Review: The Service Provider incorporates sustainability factors, including climate-related considerations, into the due diligence process for potential investments, including reviewing material sustainability and other findings from due diligence, prior to investment decisions being made.
A proactive and focused approach continuing to build upon our high sustainability standards creates value in Brookfield Renewable’s business. The initiatives our group undertakes and the investments Brookfield Renewable makes in building our group’s business are guided by value-enhancement as well as our group’s core set of principles around sustainability, as Brookfield Renewable creates a culture and organization that our group believes can be successful today and in the future. For a discussion of the individuals from Brookfield’s management team that are expected to be involved in our business, see Item 6.A. “Directors and Senior Management — Our Management”. Also see Item 3.D “Risk Factors — Risks Relating to Our Operations and Our Industry — New regulatory initiatives related to sustainability, ESG and/or changing market perception of our businesses could adversely impact our business.”
Emerging Markets Operations
Brookfield and its predecessor corporations have been invested in Brazil for over 100 years and re-entered the Brazilian renewable power market in 2003. The partnership entered the Colombian market in 2016 with its acquisition of Isagen. Brookfield Renewable and Brookfield employ a number of key practices in managing the various risks associated with the emerging markets in which they operate, including Brazil and Colombia. These practices include the following:
Oversight of Subsidiaries. Brookfield Renewable’s corporate structure has been designed to ensure that Brookfield Renewable controls, or has an appropriate measure of direct oversight over, the operations of the operating entities in Brazil and Colombia. As direct or indirect subsidiaries of Brookfield Renewable, Brookfield Renewable will directly or indirectly control the appointment of a sufficient number of the directors to ensure control over its subsidiaries.
Transfer of Funds. Since the subsidiaries operating in Brazil and Colombia are controlled by our group, Brookfield Renewable is able to determine if and when funds are distributed. Brookfield Renewable maintains internal policies and systems which allows it to monitor the activities of its subsidiaries. In practice, funds are transferred by foreign subsidiaries to our group pursuant to a variety of methods.
Local Management. Local management is appointed by Brookfield Renewable. In addition, from time to time, an operating entity is staffed and managed by several personnel seconded from Brookfield Renewable or Brookfield to subsidiaries in Brazil or Colombia and who become resident in the local jurisdiction, which ensures a degree of oversight and control in the day-to-day operations which would not be present in a passive investment.
Internal Audit. As part of Brookfield Renewable’s internal audit plan, each year Brookfield Renewable’s internal auditor conducts an on-site internal audit with respect to specific matters as instructed by its audit committee. The audit report is reviewed and discussed by the audit committee.
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Strategic Direction. The board of directors of the general partner of BEP is responsible for the overall stewardship of Brookfield Renewable and, as such, supervises the management of the business and affairs of Brookfield Renewable. The board of directors of the general partner of BEP and our board of directors is responsible for reviewing the strategic business plans and corporate objectives, and approving acquisitions, dispositions, investments, capital expenditures and other transactions and matters that are thought to be material to the partnership and our company, respectively.
In addition to the above practices, many of Brookfield Renewable’s directors and Brookfield’s directors and executive officers have acquired experience conducting business in Brazil and Colombia. The boards of directors of the general partner of BEP and our company are composed of directors residing in Canada, the United States, Bermuda, Brazil and the United Kingdom who have experience with various international issuers. In addition, Brookfield has a global presence and an international network of corporate and regional offices that allows it to work with local management and oversee the operations of our group’s subsidiaries in Brazil, Colombia and elsewhere in the world.
Dividend Policy
Our board of directors may declare dividends at its discretion. However, the BEPC exchangeable shares have been structured with the intention of providing an economic return equivalent to the BEP units and it is expected that dividends on the BEPC exchangeable shares will continue to be declared at the same time and in the same amount as distributions made on the BEP units to provide holders of the BEPC exchangeable shares with an economic return equivalent to holders of the BEP units. In the event dividends are not declared and paid concurrently with a distribution on the BEP units, then the undeclared or unpaid amount of such BEPC exchangeable share dividend will accrue and accumulate. Pursuant to the equity commitment, BEP has also agreed not to declare or pay any distribution on the BEP units if on such date our company does not have sufficient funds or other assets to enable the declaration and payment of an equivalent dividend on the BEPC exchangeable shares. Brookfield Renewable’s distributions are underpinned by stable, highly regulated and contracted cash flows generated from operations. Brookfield Renewable’s objective is to pay a distribution that is sustainable on a long-term basis and has set its target payout ratio at approximately 70% of Brookfield Renewable’s FFO.
Future distributions by the partnership will be at the discretion of the board of directors of its general partner, and dividends on the BEPC exchangeable shares also will be made at the discretion of the BEPC board of directors, and while the partnership expects future distributions to be made in accordance with its distribution policy, there can be no assurance that the partnership or our company will make comparable distributions or dividends in the future or at all. See Item 3.D “Risk Factors—We cannot assure you that we will be able to pay dividends equal to the levels currently paid by BEP and holders of BEPC exchangeable shares may not receive dividends equal to the distributions paid on the BEP units and, accordingly, may not receive the intended economic equivalence of those securities”. We cannot assure investors that we will be able to pay dividends equal to the levels currently paid by BEP and holders of BEPC exchangeable shares may not receive dividends equal to the distributions paid on the BEP units and, accordingly, may not receive the intended economic equivalence of those securities.
Brookfield Renewable targets a 5% to 9% annual distribution growth rate in light of growth it foresees in its operations. As a result of the special distribution, BEP’s regular quarterly distribution per BEP unit was reduced to $0.434 such that the aggregate distribution received by a holder of BEP units and BEPC exchangeable shares, when taken together, remained approximately the same as it would have been had the special distribution never been made. The distribution and dividend rates for our company and the partnership have been further adjusted to reflect the three-for-two unit/share split of BEP units and BEPC exchangeable shares completed on December 11, 2020, and the board of directors of our company and of the general partner of BEP approved a further 5% increase in their annual distributions and dividends to $1.568 per BEP unit and $1.568 per BEPC exchangeable share, or $0.392 per BEP unit and $0.392 per BEPC exchangeable share quarterly, respectively, starting with the distribution to be paid on March 31, 2026 to holders of record as at the close of business on February 27, 2026.
The Service Provider
Brookfield
Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: Alternative Asset Management,
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Wealth Solutions, and its Operating Businesses which are in renewable power, infrastructure, business and industrial services, and real estate. Brookfield Corporation has a track record of delivering 15%+ annualized returns to shareholders for over 30 years, supported by its unrivaled investment and operational experience. Brookfield Corporation’s conservatively managed balance sheet, extensive operational experience, and global sourcing networks allow it to consistently access unique opportunities. At the center of its success is the “Brookfield Ecosystem”, which is based on the fundamental principle that each group within Brookfield benefits from being part of the broader organization. Brookfield’s global alternative asset management business is wholly-owned, directly and indirectly, by Brookfield Asset Management, which is the indirect parent of certain Service Provider entities.
Brookfield Renewable is Brookfield’s primary vehicle through which it will, directly or indirectly, acquire and invest in renewable power and transition assets on a global basis, subject to certain exceptions set out in the Management Services Agreement and Relationship Agreement. We benefit from Brookfield’s reputation and global platform to grow our business.
We believe that our ongoing relationship with Brookfield provide us and the partnership with a unique competitive advantage as well as access to opportunities that would otherwise not be available to BEPC. See Item 7.B “Related Party Transactions” for more information.
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4.C ORGANIZATIONAL STRUCTURE
Organizational Chart
The following diagram provides an illustration of the simplified corporate structure of our group. All ownership is 100% unless otherwise indicated.
(1) Brookfield’s general partner interest is held through Brookfield Renewable Partners Limited, a Bermuda company that is indirectly wholly-owned by Brookfield Corporation.
(2) Brookfield’s limited partnership interest in BRELP, held in Redeemable/Exchangeable partnership units, is redeemable for cash or exchangeable for LP units in accordance with the redemption-exchange mechanism contained in BRELP’s limited partnership agreement, which could result in the Brookfield Holders collectively owning approximately 55% of BEP's issued and outstanding LP units assuming exchange of the Redeemable/Exchangeable partnership units (and including the issued and outstanding LP units that Brookfield currently also owns).
(3) As of February 20, 2026, the Brookfield Holders, collectively, own approximately 47% of BEP on a fully-exchanged basis, assuming the exchange of all of the outstanding Redeemable/Exchangeable partnership units, all of the outstanding BEPC exchangeable shares and all of the outstanding class A.2 exchangeable shares.
(4) Brookfield has provided an aggregate of $5 million of working capital to certain Holding Entities through a subscription for shares.
(5) Canadian Bond Guarantors and Preference Share Guarantors.
(6) Perpetual Note Guarantors.
(7) Preferred Unit Guarantors.
(8) Certain wholly-owned subsidiaries of the Asset Management Company, which is wholly-owned, directly and indirectly, by Brookfield Asset Management, are Service Provider entities and provide services to the Service Recipients.
(9) BEP has voting control of BRELP by way of a voting agreement.
(10) As of February 20, 2026, BEP owns all of the BEPC class B shares. The BEPC exchangeable shares and BEPC class B shares hold 25% and 75%, respectively, of the aggregate voting interests in BEPC. If the maximum permitted number of class A.2 exchangeable shares held by Brookfield Corporation were exchanged into BEPC exchangeable shares, the Brookfield Holders and BEP would collectively hold an approximately 79% voting interest in BEPC through their ownership of BEPC exchangeable shares and BEPC class B shares. See Item 10.B “Memorandum and Articles of Association – BEPC”.
(11) The share capital of BRHC is comprised of class A.1 exchangeable shares, class A.2 exchangeable shares, class B shares and class C shares. BEPC owns all of the class A.1 exchangeable shares, which hold an aggregate 25% voting interest in BRHC. Brookfield holds all of the class A.2 exchangeable shares, which are non-voting. The class B shares hold an aggregate 75% voting interest in BRHC and are held 662/3% by a subsidiary of BEP and 331/3% by BEPC. The class C shares are non-voting and are held by a subsidiary of BEP. Through their respective ownership of class A.1 exchangeable shares and class B shares, BEP and BEPC each hold a 50% voting interest in BRHC.
Our Company
BEPC and BRHC are Canadian corporations incorporated on October 3, 2024 and December 3., 2025, respectively under the laws of British Columbia. BEPC was established to be an alternative investment vehicle for investors who prefer owning securities through a corporate structure. We became a separated-traded public company upon completion of the special distribution in July 2020 and the Arrangement was completed in December 2024. The BEPC exchangeable shares are listed on the TSX and the NYSE under the symbol “BEPC”. While our operations are primarily located in the United States, Brazil, Colombia, and Europe, shareholders will, on economic
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terms, have exposure to all regions that BEP operates in as a result of the exchange feature attaching to the BEPC exchangeable shares, whereby BEPC has the option to meet an exchange request by delivering cash or an LP unit. Our BEPC exchangeable shares are structured with the intention of being economically equivalent to the LP units. We believe economic equivalence is achievable through identical dividends and distributions on the BEPC exchangeable shares and LP units and each BEPC exchangeable share being exchangeable at the option of the holder for one LP unit at any time. Given the intended economic equivalence, we expect that the market price of BEPC exchangeable shares will be impacted by the market price of the LP units and the combined business performance of Brookfield Renewable as a whole.
On December 24, 2024, BEP, Old BRHC and BEPC completed the Arrangement pursuant to which (i) holders of class A exchangeable subordinate voting shares of Old BRHC, other than Brookfield, received BEPC exchangeable shares in exchange for their class A exchangeable subordinate voting shares of Old BRHC on a one-for-one basis; (ii) Brookfield exchanged their class A exchangeable subordinate voting shares of Old BRHC to BEPC for class A.2 exchangeable shares on a one-for-one basis; (iii) the class A exchangeable subordinate voting shares of Old BRHC were delisted; and (iv) the BEPC exchangeable shares were listed on the NYSE and the TSX.
On December 31, 2025, Old BRHC undertook a reorganization pursuant to which a new corporation, BRHC, was formed and all existing shares of Old BRHC were contributed to BRHC in exchange for shares of BRHC. The reorganized structure operates substantially the same as the previous structure.
Brookfield Renewable Partners L.P.
BEP is a Bermuda exempted limited partnership that was established on June 27, 2011 under the provisions of the Bermuda Partnership Acts. BEP’s registered and head office is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda, and its telephone number is +1 441-294-3304.
The partnership operates one of the world’s largest publicly traded, renewable power and transition platforms. Brookfield Renewable’s portfolio consists of hydroelectric, wind, solar, distributed generation and storage facilities in North America, South America, Europe and Asia-Pacific. Brookfield Renewable has also made investments in its sustainable solutions assets including our investment in a leading global nuclear services business and a portfolio of investments in carbon capture and storage capacity, agricultural renewable natural gas, materials recycling and eFuels manufacturing capacity, among others. The partnership is focused on leveraging its extensive operating experience to maintain and enhance the value of assets, grow cash flows on an annual basis and cultivate positive relations with local stakeholders. The LP units are listed on the NYSE and the TSX and the preferred units are listed on the TSX. Additionally, one series of the preferred units is listed on the NYSE.
NA Holdco
NA Holdco is an indirect wholly-owned subsidiary of BEP incorporated under the Business Corporations Act (Ontario) on March 8, 2011. In April 2021, NA Holdco issued $350 million of green Series 1 Perpetual Notes at a fixed rate of 4.625% per annum. In December 2021, NA Holdco issued $260 million of green Series 2 Perpetual Notes at a fixed rate of 4.875% per annum. In March 2024, NA Holdco issued $150 million of green Series 3 Perpetual Notes at a fixed rate of 7.250% per annum. In addition to the approximately $760 million aggregate principal amount of publicly issued Perpetual Notes, NA Holdco indirectly holds most of Brookfield Renewable’s North American operating assets as well as its interest in BEPC. The Perpetual Notes are guaranteed by the Perpetual Note Guarantors, including Canada SubCo.
The Asset Management Company
Certain wholly-owned subsidiaries of the Asset Management Company, which is wholly-owned, directly and indirectly, by Brookfield Asset Management, provide services to the Service Recipients. See Item 4.B “Business Overview—The Service Provider” and Item 6.A “Directors and Senior Management—The Master Services Agreement” for more information on Brookfield and these arrangements.
Inter-Corporate Relationships
The following table provides the name, the percentage of voting securities owned, or controlled or directed, directly or indirectly, by us, and the jurisdiction of incorporation, continuance, formation or organization of our significant subsidiaries as at December 31, 2025.
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Jurisdiction of Incorporation or Organization Percentage of voting securities owned or controlled (%)
BP Brazil US Subco LLC Delaware 100
Brookfield Power US Holding America Co. Delaware 100
Isagen S.A. E.S.P.(1) Colombia 99.7
TerraForm Power Parent, LLC(1) Delaware 100
(1)Voting control held, in whole or in part, through voting agreements with Brookfield Renewable and Brookfield.
4.D PROPERTY, PLANT AND EQUIPMENT
Our company’s head office is at 250 Vesey Street, 15th Floor, New York NY 10281-1023 and our company’s registered office is at 1055 West Georgia Street, Suite 1500, P.O. Box 11117, Vancouver, British Columbia V6E 4N7. Our company is a holding company and our material assets consist solely of interests in our operating subsidiaries. See also the information contained in this Form 20-F under Item 3.D “Risk Factors—Risks Relating to Our Operations and Our Industry” and Item 5. “Operating and Financial Review and Prospects”.