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Brookfield Oaktree Holdings, LLC

For the period ended Dec 31, 2025. Filed Mar 24, 2026.

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FY2025 · Filed Mar 24, 2026

OAK-PA$20.05+0.4%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Compensation Discussion and Analysis

Overview of Compensation Philosophy and Program

Following the 2024 Restructuring, our Named Executive Officers (“NEOs”) do not receive compensation from us for their services. Brookfield compensates Nicholas H. Goodman, including for the duties that he performs for us. As Mr. Goodman’s compensation is set and paid by Brookfield, the Summary Compensation Table includes only the amount of the compensation that is allocated to us for accounting purposes in connection with the services that Mr. Goodman provides as our Chief Executive Officer. With respect to our other NEOs, we pay a service fee to OCM pursuant to the Services Agreement, as described under “Certain Relationships and Related Transactions, and Director Independence—BOH Services Agreement with OCM,” and OCM compensates its officers and other employees that perform duties for us. Their compensation is set by OCM.

Nicholas H. Goodman, our Chief Executive Officer, and Daniel D. Levin, our Chief Financial Officer, were our NEOs for 2025. We only have two NEOs for 2025 because none of our other executive officers receive compensation from us or our subsidiaries.

Summary Compensation Table for 2025

The following table provides summary information concerning the compensation of Nicholas H. Goodman, our principal executive officer and Daniel D. Levin, our chief financial officer, as of December 31, 2025, for services rendered to us during 2025. As explained above, we only have two NEOs for 2025 because none of our other executive officers receive compensation from us or our subsidiaries.

Following the 2024 Restructuring, our executive officers do not receive compensation or perquisites from us for their services. Rather, we pay a service fee to OCM pursuant to the Services Agreement, as described under “Certain Relationships and Related Transactions, and Director Independence— BOH Services Agreement with OCM,” and OCM compensates its officers and other employees that perform duties for us. Their compensation is set by OCM.

Name and Principal PositionYearSalary ($)Bonus ($)Stock Awards ($)All Other Compensation ($)Total ($)
Nicolas H. Goodman Chief Executive Officer (1)2025$—$—$—$75,000$75,000
2024$—$—$—$75,000$75,000
Daniel D. Levin, Chief Financial Officer2025$—$—$—$—$—
2024$—$—$—$—$—
2023$—$—$—$—$—

(1) Amount represents a portion of his compensation paid by Brookfield (in his capacity as President and CFO of that entity) allocated for his services as CEO of BOH.

Non-competition, Non-solicitation and Confidentiality Restrictions

Pursuant to the terms of OCGH’s partnership agreement or applicable equity grant agreements, our executive officers (other than Mr. Goodman, who is subject to separate obligations to Brookfield) are subject to customary provisions regarding non-solicitation of Oaktree’s clients and employees, confidentiality, assignment of intellectual property and non-disparagement obligations. In addition, during their term of employment with Oaktree and for a period up to one year immediately following the resignation or termination of employment (other than a termination by us without cause), unless they, their family members and related entities have not held any OCGH units, OEP units or OEP II units in the twelve-month period immediately preceding the last day of their employment, our executive officers other than Mr. Goodman (who is subject to separate obligations to Brookfield) may not, directly or indirectly:

engage in any business activity in which Oaktree operates, including any Competitive Business (as defined below);

render any services to any Competitive Business; or

acquire a financial interest in or become actively involved with any Competitive Business (other than as a passive investor holding a minimal percentage of the stock of a public company).

Under the terms of OCGH’s partnership agreement or applicable equity grant agreements, and during the term of employment and for the two-year period immediately following the earlier of (a) resignation or termination of employment for any reason or (b) the executive officer, their family members and related entities ceasing to hold any OCGH units, OEP units or OEP II units, our executive officers may not solicit Oaktree’s customers or clients for a Competitive Business or induce any employee to leave Oaktree’s employ.

“Competitive Business” means any business which is competitive with the business of any member of the Oaktree Operating Group or any of its affiliates (including raising, organizing, managing or advising any fund having an investment strategy in any way competitive with any of the funds managed by any member of the Oaktree Operating Group or any of its affiliates) anywhere in the United States or any other country where a member of the Oaktree Operating Group or any of its affiliates conducts business.

Grants of Plan-Based Awards in 2025

No grants of equity-based awards or long-term incentive awards were made to our NEOs during 2025.

Potential Payments upon Termination of Employment or Change in Control at 2026 Year End

We do not have any formal cash-based severance or change of control plans or agreements in place for any of our NEOs.

CEO Median Employee Pay Ratio

In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require U.S. publicly-traded companies to disclose the ratio of their Chief Executive Officer’s compensation to that of their median employee. Disclosure pursuant to such rules is not included herein because we do not have any employees.

Director Compensation Table for 2025

The following table sets forth the cash and long-term incentive compensation paid to our outside directors listed below for the year ended December 31, 2025:

NameFees Earned or Paid in Cash (1)Other Compensation (2)Total
Steven J. Gilbert$225,000$100,000$325,000
Depelsha T. McGruder$125,000$100,000$225,000
Mansco Perry$125,000$100,000$225,000
Marna C. Whittington$140,000$100,000$240,000

(1) Annual cash retainer and fees for serving on our board of directors and for serving on the Audit Committee of our Board. Mr. Gilbert also receives an annual cash retainer of $100,000 for serving as our lead outside director. The members of our board of directors also serve on the board of Oaktree Capital Holdings, LLC for no additional compensation.

(2) Initial value of long-term incentive awards granted in 2025 under the Brookfield Oaktree Holdings, LLC Amended and Restated Long-Term Incentive Plan, subject to four-year vesting.

During 2025, we compensated our outside directors named above through an annual cash retainer of $100,000 and the grant of long-term incentive awards. Directors who were also employees of Oaktree or Brookfield during any portion of 2025 do not receive any additional compensation for serving on our board of directors. Members of our audit committee received an additional annual retainer of $25,000, and the chair of the audit committee received an additional annual retainer of $15,000. The lead outside director received an additional annual retainer of $100,000. All members of the board of directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending board meetings.

The long-term incentive awards granted in 2025 for Messrs. Gilbert and Perry, and Mss. McGruder and Whittington under the Brookfield Oaktree Holdings, LLC Amended and Restated Long-Term Incentive Plan had an initial value equal to $100,000.

Compensation Committee Interlocks and Insider Participation

As described under “Directors, Executive Officers and Corporate Governance—Board Structure and Governance—Controlled Company Exemption,” we are a “controlled company” within the meaning of the NYSE corporate governance standards and do not have a compensation committee. For a description of certain transactions involving us and our directors and executive officers, please see “Certain Relationships and Related Transactions, and Director Independence.”

Compensation Committee Report

As described above, our board of directors does not have a compensation committee. The directors listed below have reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion have determined that the Compensation Discussion and Analysis should be included in this annual report.

Howard S. Marks

Bruce A. Karsh

John B. Frank

Sheldon M. Stone

Bruce Flatt

Justin B. Beber

Steven J. Gilbert

Marna C. Whittington

Depelsha T. McGruder

Mansco Perry

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