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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 classTrading SymbolsName of each exchange on which registered
Class A Subordinate Voting SharesBBUCNew 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 ýAccelerated filer oNon-accelerated filer oEmerging 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. GAAPý International Financial Reporting Standards as issued by theInternational Accounting Standards Boardo 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 TERMS1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS9
PART I12
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS12
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE12
ITEM 3.KEY INFORMATION12
3.ARESERVED12
3.BCAPITALIZATION AND INDEBTEDNESS12
3.CREASONS FOR THE OFFER AND USE OF PROCEEDS12
3.DRISK FACTORS12
ITEM 4.INFORMATION ON THE COMPANY49
4.AHISTORY AND DEVELOPMENT OF THE COMPANY49
4.BBUSINESS OVERVIEW51
4.CORGANIZATIONAL STRUCTURE62
4.DPROPERTY, PLANTS AND EQUIPMENT64
ITEM 4A.UNRESOLVED STAFF COMMENTS64
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS65
5.AOPERATING RESULTS65
5.BLIQUIDITY AND CAPITAL RESOURCES88
5.CRESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.97
5.DTREND INFORMATION97
5.ECRITICAL ACCOUNTING ESTIMATES97
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES98
6.ADIRECTORS AND SENIOR MANAGEMENT98
6.BCOMPENSATION104
6.CBOARD PRACTICES105
6.DEMPLOYEES111
6.ESHARE OWNERSHIP111
6.FDISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION112
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS113
7.AMAJOR SHAREHOLDERS113
7.BRELATED PARTY TRANSACTIONS113
7.CINTERESTS OF EXPERTS AND COUNSEL177
ITEM 8.FINANCIAL INFORMATION177
8.ACONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION177
8.BSIGNIFICANT CHANGES177
ITEM 9.THE OFFER AND LISTING177
9.AOFFER AND LISTING DETAILS177
9.BPLAN OF DISTRIBUTION177
9.CMARKETS177
9.DSELLING SHAREHOLDERS177
9.EDILUTION177
Brookfield Business Corporationi
9.FEXPENSES OF THE ISSUE177
ITEM 10.ADDITIONAL INFORMATION177
10.ASHARE CAPITAL177
10.BMEMORANDUM AND ARTICLES OF ASSOCIATION177
10.CMATERIAL CONTRACTS190
10.DEXCHANGE CONTROLS191
10.ETAXATION191
10.FDIVIDENDS AND PAYING AGENTS196
10.GSTATEMENT BY EXPERTS196
10.HDOCUMENTS ON DISPLAY197
10.ISUBSIDIARY INFORMATION197
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK197
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES197
PART II198
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES198
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS198
ITEM 15.CONTROLS AND PROCEDURES198
ITEM 16.RESERVED198
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT199
ITEM 16B.CODE OF ETHICS199
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES199
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES199
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS200
ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT201
ITEM 16G.CORPORATE GOVERNANCE201
ITEM 16H.MINE SAFETY DISCLOSURE201
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS201
ITEM 16J.INSIDER TRADING POLICIES201
ITEM 16K.CYBERSECURITY201
PART III203
ITEM 17.FINANCIAL STATEMENTS203
ITEM 18.FINANCIAL STATEMENTS203
ITEM 19.EXHIBITS203
SIGNATURES206
INDEX TO FINANCIAL STATEMENTSF-1
iiBrookfield Business Corporation
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.