Brookfield Business Corp
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
| (Mark One) | |
|---|---|
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| For the fiscal year ended December 31, 2025 | |
| OR | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:000-56830
Brookfield Business Corporation
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Brookfield Place
225 Liberty Street, 8th Floor
New York, NY,10281-1048
United States
(Address of principal executive offices)
A.J. Silber
225 Liberty Street, 8th Floor
New York, NY,10281-1048
United States
Tel:(212)-417-7000
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Class A Subordinate Voting Shares | BBUC | New York Stock Exchange; Toronto Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2025, there were 87,720,678 Limited Partnership Units of Brookfield Business Partners L.P. outstanding
As of March 27, 2026, the following securities of Brookfield Business Corporation were outstanding:
207,007,465 Class A Subordinate Voting Shares
4 Class B Multiple Voting Shares
4 Special Non-Voting Incentive Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o | Emerging growth company o |
|---|
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| o U.S. GAAP | ý International Financial Reporting Standards as issued by theInternational Accounting Standards Board | o Other |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒
EXPLANATORY NOTE
This Annual Report on Form 20-F is being filed by Brookfield Business Corporation (formerly 1559985 B.C. Ltd.), a corporation existing under the laws of British Columbia (the “Registrant”), on behalf of and as successor to Brookfield Business Partners L.P. (“BBU”). The Registrant is deemed to be the successor to BBU and Brookfield Business Holdings Corporation (“BBHC”) pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the Arrangement (as defined below) the class A subordinate voting shares of the Registrant (the “Class A Shares”) are deemed to be registered under Section 12(b) of the Exchange Act. Pursuant to Rule 12g-3(g) under the Exchange Act, this Annual Report on
Form 20-F includes disclosure in respect of the last full fiscal year of BBU prior to the Arrangement and generally contains information that would be required if filed by BBU, in addition to information regarding the Registrant, as successor to BBU. Unless otherwise indicated or the context otherwise requires, historical financial results presented herein are those of BBU.
On November 6, 2025, BBU, BBHC and the Registrant entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement a reorganization under the laws of the Province of British Columbia (the “Arrangement”) to simplify BBU’s and BBHC’s corporate structure by converting BBU and BBHC into a single publicly traded corporate entity. The Arrangement was completed on March 27, 2026, following which BBU and BBHC became subsidiaries of the Registrant. It is expected that on March 31, 2026 (i) BBU’s limited partnership units will be suspended from trading on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) and (ii) the Registrant’s Class A Shares will be listed on the NYSE and TSX and will trade under the same “BBUC” symbol that the BBHC exchangeable shares previously traded under.
| Page | |||
|---|---|---|---|
| INTRODUCTION AND USE OF CERTAIN TERMS | 1 | ||
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 9 | ||
| PART I | 12 | ||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 12 | |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 12 | |
| ITEM 3. | KEY INFORMATION | 12 | |
| 3.A | RESERVED | 12 | |
| 3.B | CAPITALIZATION AND INDEBTEDNESS | 12 | |
| 3.C | REASONS FOR THE OFFER AND USE OF PROCEEDS | 12 | |
| 3.D | RISK FACTORS | 12 | |
| ITEM 4. | INFORMATION ON THE COMPANY | 49 | |
| 4.A | HISTORY AND DEVELOPMENT OF THE COMPANY | 49 | |
| 4.B | BUSINESS OVERVIEW | 51 | |
| 4.C | ORGANIZATIONAL STRUCTURE | 62 | |
| 4.D | PROPERTY, PLANTS AND EQUIPMENT | 64 | |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 64 | |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 65 | |
| 5.A | OPERATING RESULTS | 65 | |
| 5.B | LIQUIDITY AND CAPITAL RESOURCES | 88 | |
| 5.C | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. | 97 | |
| 5.D | TREND INFORMATION | 97 | |
| 5.E | CRITICAL ACCOUNTING ESTIMATES | 97 | |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 98 | |
| 6.A | DIRECTORS AND SENIOR MANAGEMENT | 98 | |
| 6.B | COMPENSATION | 104 | |
| 6.C | BOARD PRACTICES | 105 | |
| 6.D | EMPLOYEES | 111 | |
| 6.E | SHARE OWNERSHIP | 111 | |
| 6.F | DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION | 112 | |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 113 | |
| 7.A | MAJOR SHAREHOLDERS | 113 | |
| 7.B | RELATED PARTY TRANSACTIONS | 113 | |
| 7.C | INTERESTS OF EXPERTS AND COUNSEL | 177 | |
| ITEM 8. | FINANCIAL INFORMATION | 177 | |
| 8.A | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION | 177 | |
| 8.B | SIGNIFICANT CHANGES | 177 | |
| ITEM 9. | THE OFFER AND LISTING | 177 | |
| 9.A | OFFER AND LISTING DETAILS | 177 | |
| 9.B | PLAN OF DISTRIBUTION | 177 | |
| 9.C | MARKETS | 177 | |
| 9.D | SELLING SHAREHOLDERS | 177 | |
| 9.E | DILUTION | 177 | |
| Brookfield Business Corporation | i |
|---|
| 9.F | EXPENSES OF THE ISSUE | 177 | |
| ITEM 10. | ADDITIONAL INFORMATION | 177 | |
|---|---|---|---|
| 10.A | SHARE CAPITAL | 177 | |
| 10.B | MEMORANDUM AND ARTICLES OF ASSOCIATION | 177 | |
| 10.C | MATERIAL CONTRACTS | 190 | |
| 10.D | EXCHANGE CONTROLS | 191 | |
| 10.E | TAXATION | 191 | |
| 10.F | DIVIDENDS AND PAYING AGENTS | 196 | |
| 10.G | STATEMENT BY EXPERTS | 196 | |
| 10.H | DOCUMENTS ON DISPLAY | 197 | |
| 10.I | SUBSIDIARY INFORMATION | 197 | |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 197 | |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 197 | |
| PART II | 198 | ||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 198 | |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 198 | |
| ITEM 15. | CONTROLS AND PROCEDURES | 198 | |
| ITEM 16. | RESERVED | 198 | |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 199 | |
| ITEM 16B. | CODE OF ETHICS | 199 | |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 199 | |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 199 | |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 200 | |
| ITEM 16F. | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT | 201 | |
| ITEM 16G. | CORPORATE GOVERNANCE | 201 | |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 201 | |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 201 | |
| ITEM 16J. | INSIDER TRADING POLICIES | 201 | |
| ITEM 16K. | CYBERSECURITY | 201 | |
| PART III | 203 | ||
| ITEM 17. | FINANCIAL STATEMENTS | 203 | |
| ITEM 18. | FINANCIAL STATEMENTS | 203 | |
| ITEM 19. | EXHIBITS | 203 | |
| SIGNATURES | 206 | ||
| INDEX TO FINANCIAL STATEMENTS | F-1 | ||
| ii | Brookfield Business Corporation |
|---|
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