8-K
Brookfield Asset Management Ltd. (BAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 4, 2025
Brookfield Asset Management Ltd.
(Exact name of registrant as specified in itscharter)
| British Columbia, Canada | 001-41563 | 98-1702516 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employee Identification No.) |
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281-0221
(Address of Principal Executive Offices)
(212) 417-7000
(Registrant’s telephone number, includingarea code)
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Class A Limited Voting Shares | BAM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
| Item 8.01 | Other Events. |
|---|
On September 4, 2025, Brookfield Asset Management Ltd. (“BAM”) issued a press release announcing its offering of $750 million of 6.077% senior notes due 2055 (the “Notes”). The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
The Preliminary Canadian Term Sheet and the Final Canadian Term Sheet relating to the sale of the Notes are filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and BAM’s Registration Statement on Form F-10 (File No. 333-287429).
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> <br><br> Number | Description |
|---|---|
| 99.1 | Press<br> Release, dated September 4, 2025. |
| 99.2 | Preliminary Canadian Term Sheet, dated September 4,<br> 2025. |
| 99.3 | Final Canadian Term Sheet, dated September 4, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 4, 2025
| Brookfield Asset Management Ltd. | |
|---|---|
| By: | /s/<br> Kathy Sarpash |
| Name: | Kathy Sarpash |
| Title: | Managing Director, Legal & Regulatory and Corporate<br> Secretary |
Exhibit 99.1
Brookfield AssetManagement Announces Pricing of $750 Million Notes Due 2055
NEW YORK, September 4,2025 (GLOBAL NEWSWIRE) – Brookfield Asset Management Ltd. (“BAM”) (NYSE: BAM, TSX: BAM) today announced the pricing of a public offering of $750 million principal amount of senior notes due 2055 (the “notes”), which will bear interest at a rate of 6.077% per annum.
The net proceeds from the sale of the notes will be used for general corporate purposes. The offering is expected to close on September 9, 2025, subject to the satisfaction of customary closing conditions.
The notes are being offered under BAM’s existing base shelf prospectus filed in the United States and Canada and pursuant to an effective registration statement on Form F-10 on file with the U.S. Securities and Exchange Commission (File No. 333-287429). Copies of the prospectus supplement and accompanying base shelf prospectus may be obtained free of charge on EDGAR at www.sec.gov/edgar or on SEDAR+ at www.sedarplus.ca. Before you invest, you should read these documents and other public filings by BAM for more complete information about BAM and this offering.
Alternatively, copies can be obtained from the joint book-running managers and underwriters:
| Wells Fargo Securities, LLC<br><br> <br>608 2nd Avenue South, Suite 1000<br><br> <br>Minneapolis, MN 55402<br><br> <br>Attn: WFS Customer Service<br><br> <br>Telephone: 1-800-645-3751<br><br> <br>Email: wfscustomerservice@wellsfargo.com | Morgan Stanley & Co. LLC<br><br> <br>180 Varick Street, 2nd Floor<br><br> <br>New York, NY 10014<br><br> <br>Attn: Prospectus Department<br><br> <br>Telephone: 1-866-718-1649<br><br> <br>Email: prospectus@morganstanley.com |
|---|
This news release does not constitute an offer to sell or the solicitation of an offer to buy the notes described in this news release, nor will there be any sale of these notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the base shelf prospectus or the prospectus supplement.
* * * * *
About Brookfield Asset Management
Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management across infrastructure, renewable power and transition, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real assets and essential service businesses that form the backbone of the global economy. We offer a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. We draw on Brookfield’s heritage as an owner and operator to invest for value and generate strong returns for our clients, across economic cycles.
For more information, please contact:
| Media: | Investor Relations: |
|---|---|
| Simon Maine | Jason Fooks |
| Tel: +44 739 890 9278 | Tel: (212) 417-2442 |
| Email: simon.maine@brookfield.com | Email: jason.fooks@brookfield.com |
Forward-LookingStatements
Thisnews release contains “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, the U.S. SecuritiesExchange Act of 1934, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of other relevant securities legislation, including applicable securitieslaws in Canada, which reflect our current views with respect to, among other things, our operations and financial performance (collectively, “forward-looking statements”). 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 orother statements that do not relate strictly to historical or factual matters. These statements identify prospective information. Importantfactors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statementsare based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently availableto 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. In particular, the forward-looking statements contained in thisnews release include statements referring to the offering, the expected use of proceeds from the offering and the expected closing dateof the offering.
AlthoughBAM believes that such forward-looking statements are based upon reasonable estimates, beliefs and assumptions, certain factors, risksand uncertainties, which are described from time to time in our documents filed with the securities regulators in Canada and the UnitedStates, not presently known to BAM, or that BAM currently believes are not material, could cause actual results or events to differ materiallyfrom those contemplated or implied by forward-looking statements. Reference should be made to “Item 1A - Risk Factors” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements”in BAM’s annual reports on Form 10-K, and to “Item 2 - Management’s Discussion and Analysis of Financial Conditionand Results of Operations” in BAM’s most recently filed quarterly report on Form 10-Q.
Readersare urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-lookingstatements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information availableto us as of the date of this news release. Except as required by law, BAM undertakes no obligation to publicly update or revise any forward-lookingstatements, whether written or oral, that may be as a result of new information, future events or otherwise.
Exhibit 99.2
A final base shelf prospectus containingimportant information relating to the securities described in this document has been filed with the securities regulatory authoritiesin each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment tothe documents are accessible through SEDAR+. Copies of the documents may be obtained from Wells Fargo Securities, LLC by calling 1-800-645-3751or by emailing wfscustomerservice@wellsfargo.com or from Morgan Stanley & Co. LLC by calling 1-866-718-1649 or by emailing prospectus@morganstanley.com.
This document does not provide full disclosureof all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelfprospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securitiesoffered, before making an investment decision.
BROOKFIELD ASSET MANAGEMENT LTD.
US$****[●][●]% NOTES DUE 20[ ]
PRELIMINARY TERM SHEET
September 4**,2025**
| Issuer: | Brookfield Asset Management Ltd. |
|---|---|
| Security: | [●]% Senior Unsecured Notes due [●], 20[ ] (the “Notes”) |
| Format: | SEC registered |
| Principal Amount: | US$[●]<br><br> <br><br><br> <br>One or more of the underwriters may sell to affiliates of Brookfield Wealth Solutions Ltd. and certain other institutional investors<br> US$[●] aggregate principal amount (if any) of the Notes at the public offering price (for which no underwriting discount or commissions<br> will be paid). |
| Trade Date: | September 4, 2025 |
| Expected Settlement Date: | September 9, 2025 (T+3) |
| Maturity Date: | [●], 20[ ] |
| Coupon: | [●]% |
| Interest Payment Dates: | [●] and [●], commencing [●], 2026 |
| Price to Public: | [●]% of the principal amount |
| Benchmark Treasury: | [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).] |
| Benchmark Treasury Price & Yield: | [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.] |
| --- | --- |
| Spread to Benchmark Treasury: | [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.] |
| Yield: | [●]% |
| Denominations: | Initial denominations of US$2,000 and subsequent multiples of US$1,000 |
| Covenants: | Change of control (put @ 101%)<br><br> <br>Negative pledge<br><br> <br>Consolidation, merger, amalgamation and sale of substantially all assets |
| Optional RedemptionProvisions: | |
| Make-Whole Call: | Prior to [●], 20[●] ([●] months prior to maturity), treasury rate plus [●] basis points |
| Par Call: | At any time on or after [●], 20[●] ([●] months prior to maturity), at 100% of the principal amount of the Notes to be redeemed |
| Use of Proceeds: | The net proceeds from the sale of the Notes will be used for general corporate purposes |
| CUSIP / ISIN: | [●] / [●] |
| Joint Book-Running Managers^1^: | Wells Fargo Securities, LLC<br><br> <br>Morgan Stanley & Co. LLC |
| Co-Managers: | [●] |
Under Rule 15c6-1 under the U.S. SecuritiesExchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any suchtrade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder maybe required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the timeof any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of deliveryhereunder should consult their own advisors.
^1^ This offering will be made in Canada by , a broker-dealer affiliate of .
2
The Notes will be issued under a second supplemental indenture tobe dated as of the date of the issuance of the Notes (the “Second Supplemental Indenture”) to a base indenture dated as ofApril 24, 2025 (the “Base Indenture”) (together with the Second Supplemental Indenture, the “Indenture”),among Brookfield Asset Management Ltd., Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A.,as U.S. trustee. The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purportto be complete and is qualified in its entirety by reference to the Indenture.
No PRIIPs or UK PRIIPs key information document (KID) has beenprepared as European Economic Area or UK retail investors are not targeted.
3
Exhibit 99.3
A final base shelf prospectus containingimportant information relating to the securities described in this document has been filed with the securities regulatory authoritiesin each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment tothe documents are accessible through SEDAR+. Copies of the documents may be obtained from Wells Fargo Securities, LLC by calling 1-800-645-3751or by emailing wfscustomerservice@wellsfargo.com or from Morgan Stanley & Co. LLC by calling 1-866-718-1649 or by emailing prospectus@morganstanley.com.
This document does not provide full disclosureof all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelfprospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securitiesoffered, before making an investment decision.
BROOKFIELD ASSET MANAGEMENT LTD.
US**$750,000,0006.077% NOTES DUE 2055**
FINAL TERM SHEET
September 4**,2025**
| Issuer: | Brookfield Asset Management Ltd. |
|---|---|
| Security: | 6.077% Senior Unsecured Notes due September 15, 2055 (the “Notes”) |
| Format: | SEC registered |
| Principal Amount: | US$750,000,000 |
| Trade Date: | September 4, 2025 |
| Expected Settlement Date: | September 9, 2025 (T+3) |
| Maturity Date: | September 15, 2055 |
| Coupon: | 6.077% |
| Interest Payment Dates: | March 15 and September 15, commencing March 15, 2026 |
| Price to Public: | 99.998% of the principal amount |
| Benchmark Treasury: | [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).] |
| Benchmark Treasury Price & Yield: | [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.] |
| Spread to Benchmark Treasury: | [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.] |
| --- | --- |
| Yield: | 6.077% |
| Denominations: | Initial denominations of US$2,000 and subsequent multiples of US$1,000 |
| Covenants: | Change of control (put @ 101%)<br><br> <br>Negative pledge<br><br> <br>Consolidation, merger, amalgamation and sale of substantially all assets |
| Optional Redemption Provisions: | |
| Make-Whole Call: | Prior to March 15, 2055 (six months prior to maturity), treasury rate plus 20 basis points |
| Par Call: | At any time on or after March 15, 2055 (six months prior to maturity), at 100% of the principal amount of the Notes to be redeemed |
| Use of Proceeds: | The net proceeds from the sale of the Notes will be used for general corporate purposes |
| CUSIP / ISIN: | 112586 AB8 / US112586AB85 |
| Joint Book-Running Managers^1^: | Wells Fargo Securities, LLC<br><br> <br>Morgan Stanley & Co. LLC<br><br> <br>CIBC World Markets Corp.<br><br> <br>SMBC Nikko Securities America, Inc. |
| Co-Managers: | BMO Capital Markets Corp.<br><br> <br>BNP Paribas Securities Corp.<br><br> <br>Brookfield Securities LLC<br><br> <br>Citigroup Global Markets Inc.<br><br> <br>Mizuho Securities USA LLC<br><br> <br>RBC Capital Markets, LLC<br><br> <br>Scotia Capital (USA) Inc.<br><br> <br>TD Securities (USA) LLC |
^1^ This offering will be made in Canada by Wells Fargo Securities Canada, Ltd., a broker-dealer affiliate of Wells Fargo Securities, LLC.
2
Under Rule 15c6-1 under the U.S. SecuritiesExchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any suchtrade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder maybe required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the timeof any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of deliveryhereunder should consult their own advisors.
The Notes will be issued under a second supplemental indenture tobe dated as of the date of the issuance of the Notes (the “Second Supplemental Indenture”) to a base indenture dated as ofApril 24, 2025 (the “Base Indenture”) (together with the Second Supplemental Indenture, the “Indenture”),among Brookfield Asset Management Ltd., Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A.,as U.S. trustee. The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purportto be complete and is qualified in its entirety by reference to the Indenture.
No PRIIPs or UK PRIIPs key information document (KID) has been preparedas European Economic Area or UK retail investors are not targeted.
3