Brookfield Asset Management Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

For the fiscal year ended December 31, 2024.

Commission file number:001-41563

(Exact name of registrant as specified in its charter)

Brookfield Place

250 Vesey Street, 15th Floor

New York, NY 10281-0221

(Address of principal executive offices)

(212) 417-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 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 (§229.405 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, 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.☐

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 (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

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 other registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

As of June 30, 2024, the aggregate market value of the Class A Limited Voting Shares held by non-affiliates of the registrant was $16.0 billion.

As of March 7, 2025, the registrant had 1,637,295,707 Class A Limited Voting Shares and 21,280 Class B Limited Voting Shares outstanding.

EXPLANATORY NOTE

Brookfield Asset Management Ltd. (“BAM”) is a New York based asset manager, yet qualifies as an eligible Canadian issuer under the Multijurisdictional Disclosure System and as a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act of 1933, as amended, and Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended. Although, as a foreign private issuer, BAM is not required to do so, BAM intends to voluntarily file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the SEC instead of filing the reporting forms available to foreign private issuers.

BAM intends to prepare and file a management information circular and related materials under Canadian requirements that will not be filed pursuant to Regulation 14A.

FORM 10-K

For the Year Ended December 31, 2024

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and forward-looking information within the meaning of other relevant securities legislation, including applicable securities laws in Canada, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook”, “believe”, “think”, “expect”, “potential”, “continue”, “may”, “should”, “seek”, “approximately”, “predict”, “intend”, “will”, “plan”, “estimate”, “anticipate”, the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity.

We believe these factors include those described in the section entitled “Risk Factors” in this Annual Report on Form 10-K (our “Annual Report” or “report”). These factors should be read in conjunction with the other cautionary statements that are included in this report and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

CERTAIN TERMS USED IN THIS REPORT

In this report, references to “BAM Ltd.” or “BAM” refer to Brookfield Asset Management Ltd. References to our “asset management business”, the “Asset Management Company”, “BAM ULC”, or the “Company” refer to Brookfield Asset Management ULC, and references to “we”, “us”, “our” means our asset management business and BAM, individually or collectively, where applicable. The term “BN” means Brookfield Corporation and its subsidiaries (including the perpetual affiliates (as defined below)) other than the Asset Management Company and its subsidiaries and does not, for greater certainty, include BAM, BWS (as defined below) or Oaktree (as defined below) and their affiliates. The term “Brookfield” means BAM, BN and the Asset Management Company, collectively.

Additional information about BAM is available on our website at https://bam.brookfield.com and on the EDGAR section of the SEC website at www.sec.gov. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated by reference into any other filings we make with the SEC. Information is also available on the Canadian Securities Administrators’ (“CSA”) website at www.sedarplus.ca.

Unless the context suggests otherwise, references to:

•“2022 Arrangement” means the court approved plan of arrangement involving BN as a result of which (i) the shareholders of BN, while retaining their shares of BN, became shareholders of BAM, which acquired a 25% interest in our asset management business through common shares of the Asset Management Company, and (ii) BN changed its name from “Brookfield Asset Management Inc.” to “Brookfield Corporation”;

•“2025 Arrangement” has the meaning ascribed thereto on page 16;

•“2025 Plan of Arrangement” has the meaning ascribed thereto on page 16;

•“AEL” means American Equity Investment Life Holding Company;

•“AEL Mandate” means the May 2, 2024 acquisition of AEL by BWS through its subsidiary American National Group LLC. We manage AEL insurance capital under an investment management agreement with AEL operating companies;

•“AMSA” means the Asset Management Services Agreement dated December 9, 2022 between BAM and BAM ULC;

•“Asset Management Services Agreement” means the agreement dated November 8, 2022 between BAM and the Asset Management Company to govern the provision of services by BAM’s employees to the Asset Management Company on a cost recovery basis under a perpetual agreement, as further described in Note 1“Organization” of the Consolidated Financial Statements of BAM;

•“Assets Under Management” or “AUM” has the meaning ascribed thereto under“Item 7 - Key Financial and Operating Measures”;

•“BAM Credit Facility” means the credit agreement dated November 8, 2022 between BAM and the Asset Management Company, pursuant to which the Asset Management Company has provided a five-year revolving $500 million credit facility to BAM, as further described under “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”;

•“BAM Partnership” means BAM Partners Trust;

•“BBU” means Brookfield Business Partners L.P., together with its subsidiaries including its paired corporation, Brookfield Business Corporation;

•“BCP” means Brookfield Capital Partners;

•“BEP” means Brookfield Renewable Partners L.P., together with its subsidiaries including its paired corporation, Brookfield Renewable Corporation;

•“BGTF” means Brookfield Global Transition Fund;

•“BIP” means Brookfield Infrastructure Partners L.P., together with its subsidiaries including its paired corporation, Brookfield Infrastructure Corporation;

•“BN” means Brookfield Corporation;

•“Board” means the board of directors of BAM;

•“BPG” means Brookfield Property Group, including Brookfield Property Partners L.P. and BN’s wholly-owned real estate directly held entities;

•“BPREP” means Brookfield Premier Real Estate Partners;

•“BPY” means Brookfield Property Partners, together with its subsidiaries;

•“Brookfield REIT” means Brookfield Real Estate Income Trust;

•“BSI” means Brookfield Special Investments;

•“BSIP” means Brookfield Super-Core Infrastructure Partners;

•“BSREP” means Brookfield Strategic Real Estate Partners;

•“BWS” means Brookfield Wealth Solutions Ltd., a paired entity to BN offering a range of retirement services, wealth protection products and tailored capital solutions;

•“Castlelake” means our 51% economic interest in Fee-Related Earnings, 7.5% interest in carried interest, 20% of returns from GP commitments of Castlelake, and 51% of GP commitments for in-market and future Castlelake funds acquired on September 16, 2024;

•“Class A Shares” means the class A limited voting shares in the capital of BAM;

•“Class B Shares” means the class B limited voting shares in the capital of BAM;

•“Code” means the U.S. Internal Revenue Code of 1986, as amended;

•“Code of Conduct” means the code of business conduct and ethics of BAM;

•“corporate liquidity” consists of cash, short-term financial assets, as well as the undrawn portions of the $300 million revolving credit facility established on November 8, 2022, with BN as lender, and a $750 million five-year revolving credit facility established on August 29, 2024, through bilateral agreements with a group of third party lenders;

•“CORRA” means the Canadian Overnight Repo Rate Average;

•“CRA” means the Canada Revenue Agency;

•“CTF” means Catalytic Transition Fund;

•“Distributable Earnings”, a non-GAAP measure, has the meaning ascribed thereto under“Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”;

•“Fee-Bearing Capital”, a non-GAAP measure, has the meaning ascribed thereto under“Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”;

•“Fee-Related Earnings”, a non-GAAP measure, has the meaning ascribed thereto under“Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”;

•“Fee Revenues”, a non-GAAP measure, has the meaning ascribed thereto under“Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”;

•“Investment Company Act” means the United States Investment Company Act of 1940, as amended;

•“IRS” means the United States Internal Revenue Service;

•“GEMS Education” means our warehoused investment in a Dubai-based international education provider, GEMS Education, acquired on July 12, 2024, as part of a Brookfield-led consortium of investors including the Asset Management Company, BSI, BWS, and certain co-investors;

•“Group deployable capital” consists of: (1) corporate liquidity of the Company and the perpetual affiliates, and (2) uncalled private fund commitments, which are third-party commitments available for drawdown in the private funds of our asset management business;

•“managed assets” means the businesses, operations and other assets managed by BN prior to completion of the 2022 Arrangement and to be managed by BAM and our asset management business following completion of the 2022 Arrangement;

•“mature fund” means a Brookfield fund which has already significantly deployed upon completion of the 2022 Arrangement;

•“new sponsored fund” or “new fund” means a Brookfield fund launched on or after the date of the 2022 Arrangement;

•“Oaktree” means Oaktree Capital Management, L.P., together with its affiliates, Oaktree Capital II, L.P. General (“OCM II General”), Oaktree Capital II, L.P. Manager (“OCM II Manager”), Oaktree Capital II, L.P New Fund (“OCM II New Fund”), Oaktree AIF Investments, L.P., Oaktree Capital Management (Cayman) L.P. and Oaktree Investment Holdings, L.P. and their consolidated subsidiaries;

•“perpetual affiliates” means BEP, BIP, BBU and BPG;

•“PFIC” means a passive foreign investment company for U.S. federal income tax purposes;

•“Pinegrove Ventures” means our acquisition of the investment platform business of SVB Financial Group, SVB Capital (rebranded to Pinegrove Ventures after acquisition), acquired on September 26, 2024 through Pinegrove Venture Partners (“Pinegrove”), our venture investment platform formed with Sequoia Heritage;

•“Pretium” means our 11% economic interest in Pretium acquired on June 29;

•“PVI” means Partners Value Investments L.P., a publicly-listed investment partnership whose principal business activity is owning equity interests in Brookfield for the long-term.

•“Relationship Agreement” means the agreement dated November 8, 2022 among BN, BAM and the Asset Management Company to govern aspects of their relationship following the 2022 Arrangement, as further described under Note 1“Organization” of the Consolidated Financial Statements of BAM;

•“SOFR” means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator);

•“Tax Act” means the Income Tax Act (Canada);

•“Transitional Services Agreement” means the agreement dated November 8, 2022 among BN, BAM and the Asset Management Company described under Note 1“Organization” of the Consolidated Financial Statements of BAM;

•“Trust Agreement” means the agreement dated December 9, 2022 among BAM, the BAM Partnership and Computershare Trust Company of Canada relating to the Class B Shares

•“Uncalled Fund Commitments”, a non-GAAP measure, has the meaning ascribed thereto under“Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”;

•“U.S. Holder” is a beneficial owner of Class A Shares that for U.S. federal income tax purposes is: (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) created or organized in the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes; and

•“Voting Agreement” means the agreement dated December 9, 2022 between BN and BAM providing for the election of directors of the Asset Management Company. The Voting Agreement was terminated on February 4, 2025 upon completion of the 2025 Arrangement.

BAM and the Asset Management Company prepare their financial statements in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). This report discloses a number of non-GAAP financial and supplemental financial measures which are utilized in monitoring our asset management business, including for performance measurement, capital allocation and valuation purposes. BAM believes that providing these performance measures is helpful to investors in assessing the overall performance of our asset management business. These non-GAAP financial measures should not be considered as the sole measure of BAM's or our asset management business’ performance and should not be considered in isolation from, or as a substitute for, similar financial measures calculated in conformity with U.S. GAAP financial measures. These non-GAAP financial measures are not standardized financial measures and may not be comparable to similar financial measures used by other issuers. Non-GAAP measures include, but are not limited to: (i) distributable earnings (“Distributable Earnings”), (ii) fee revenues (“Fee Revenues”) and (iii) fee-related earnings (“Fee-Related Earnings” or “FRE”). Supplemental financial measures include assets under management (“AUM”), fee-bearing capital (“Fee-Bearing Capital”) and uncalled fund commitments (“Uncalled Fund Commitments”). The asset management business includes the asset management activities of Oaktree, an equity accounted affiliate, in its key financial and operating measures for the asset management business.

For more information on non-GAAP measures and other financial metrics, see “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP, where applicable, are included in “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of U.S. GAAP to Non-GAAP Measures” in this report.

The financial information contained in this report is presented in U.S. dollars and, unless otherwise indicated, all references to “$” are to U.S. dollars. All references to C$ are to Canadian dollars. All information in this report is presented as at December 31, 2024, unless otherwise noted.

SUMMARY RISK FACTORS

The following is a summary of the risk factors associated with investing in our securities. You should read this summary together with a more detailed description of these risks in the “Risk Factors” section of this report and in other filings that we make from time to time with the SEC.

We are subject to risks related to our business, including risks involving:

•volatility in the trading price of the Class A Shares;

•deficiencies in public company financial reporting and disclosures;

•the difficulty for investors to effect service of process and enforce judgments in various jurisdictions;

•being subjected to numerous laws, rules and regulatory requirements;

•the potential ineffectiveness of our policies to prevent violations of applicable law;

•foreign currency risk and exchange rate fluctuations;

•further increases in interest rates;

•political instability or changes in government;

•unfavorable economic conditions or changes in the industries in which we operate;

•inflationary pressures;

•catastrophic events, such as earthquakes, hurricanes, or pandemics/epidemics;

•ineffective management of sustainability considerations, and inadequate or ineffective health and safety programs;

•failure of our information technology systems;

•us and our managed assets becoming involved in legal disputes;

•losses not covered by insurance;

•inability to collect on amounts owing to us;

•operating and financial restrictions through covenants in our loan, debt and security agreements;

•the material assets of BAM consist solely of its interest in the common shares of the Asset Management Company; and

•our liability for our asset management business.

We are subject to risks related to our investment strategies, including risks involving:

•our ability to maintain our global reputation;

•risks related to our renewable power and transition, infrastructure, private equity, real estate, and credit strategies;

•the impact on growth in Fee-Bearing Capital of poor product development or marketing efforts;

•meeting our financial obligations due to our cash flow from our asset management business;

•our acquisitions;

•requirement of temporary investments and backstop commitments to support our asset management business;

•revenues impacted by a decline in the size or pace of investments made by our managed assets;

•our earnings growth can vary, which may affect our dividend and the trading price of the Class A Shares;

•exposed risk due to increased amount and type of investment products in our managed assets; and

•information barriers that may give rise to conflicts and risks.

We are subject to risks related to our organizational structure and ownership, including risks involving:

•BN exercising substantial influence over BAM;

•BN transferring the ownership of BAM to a third party;

•potential conflicts of interest with BN; and

•difficulty in maintaining our culture or managing our human capital.

We are subject to risks related to taxation, including risks involving:

•United States and Canadian taxation laws and changes thereto.

We caution that the foregoing list of important factors that may affect future results is not exhaustive and other factors could also adversely affect future results. Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this report and such other date specified herein.

Certain of the information contained herein is based on or derived from information provided by independent third-party sources. While BAM believes that such information is accurate as of the date it was produced and that the sources from which such information has been obtained are reliable, BAM makes no representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of any of the information or the assumptions on which such information is based, contained herein, including but not limited to, information obtained from third parties.