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  4. [8-K] Brookfield Asset Management Ltd. Reports Material Event

Brookfield Asset Management (BAM) sells 4.832% 2031 and 5.298% 2036 senior notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Brookfield Asset Management Ltd. completed an offering of US$550,000,000 4.832% senior notes due April 15, 2031 and US$450,000,000 5.298% senior notes due January 15, 2036. The notes pay interest semi-annually and are governed by an Indenture with Canadian and U.S. trustees.

BAM may redeem each series before maturity, initially at a make-whole redemption price and later at 100% of principal plus accrued interest, as described in the Indenture. Upon certain change of control events, BAM must offer to repurchase the notes at 101% of principal plus accrued interest, and it may redeem the notes if Canadian withholding tax rules change.

Positive

  • None.

Negative

  • None.

Insights

BAM adds long-dated fixed-rate debt with standard investor protections.

Brookfield Asset Management Ltd. has issued US$550,000,000 4.832% senior notes due 2031 and US$450,000,000 5.298% senior notes due 2036. These fixed-rate instruments lock in funding costs for several years under a single Indenture structure.

The notes include typical investment-grade features: optional make-whole redemptions, par call windows close to maturity, tax-related redemption rights, a limitation on liens covenant, and a requirement to repurchase at 101% of principal following certain change of control events. Overall, this looks like a routine institutional debt financing with standard covenants and no unusual terms highlighted.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2031 Notes principal US$550,000,000 Aggregate principal amount of 4.832% senior notes due 2031
2031 Notes coupon 4.832% per annum Interest rate on senior notes maturing April 15, 2031
2036 Notes principal US$450,000,000 Aggregate principal amount of 5.298% senior notes due 2036
2036 Notes coupon 5.298% per annum Interest rate on senior notes maturing January 15, 2036
Change of control repurchase price 101% of principal Offer price to purchase notes after certain change of control events
2031 maturity date April 15, 2031 Scheduled maturity of 4.832% senior notes
2036 maturity date January 15, 2036 Scheduled maturity of 5.298% senior notes
senior notes financial
"completed its offering of US$550,000,000 aggregate principal amount of 4.832% senior notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Notes were issued pursuant to an Indenture, dated as of April 24, 2025"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make-whole redemption price financial
"BAM may redeem the 2031 Notes, in whole or in part, at a “make-whole” redemption price"
change of control events financial
"upon the occurrence of certain change of control events"
additional amounts financial
"BAM will be required to pay additional amounts in connection with the Notes in the event that BAM is required to withhold or deduct certain taxes"
Additional amounts are extra payments or charges that are added on top of a stated sum in contracts, securities, or settlements — for example extra interest, fees, tax items, or post‑closing adjustments. For investors, they matter because these extras change the true cost or return of a transaction; like unexpected shipping and taxes on an online order, additional amounts can alter cash flow, profit margins and the value of an investment.
limitation that restricts BAM’s ability to incur liens financial
"The Indenture contains certain restrictions, including a limitation that restricts BAM’s ability to incur liens"
Understanding 8-K Material Events →
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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): April 17, 2026

 

 

 

Brookfield Asset Management Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada   001-41563   98-1702516
(State or Other Jurisdiction
of Incorporation)		   (Commission
File No.)		   (IRS Employee
Identification No.)

 

Brookfield Place

225 Liberty Street, 8th Floor

New York, New York, 10281-1048

 

(Address of Principal Executive Offices)

 

(212) 417-7000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last 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 1.01.Entry into a Material Definitive Agreement.

 

On April 17, 2026, Brookfield Asset Management Ltd. (“BAM”) completed its offering of US$550,000,000 aggregate principal amount of 4.832% senior notes due 2031 (the “2031 Notes”) and US$450,000,000 aggregate principal amount of 5.298% senior notes due 2036 (the “2036 Notes”, and together with the 2031 Notes, the “Notes”).

 

The Notes were issued pursuant to an Indenture, dated as of April 24, 2025 (the “Base Indenture”), by and among BAM, Computershare Trust Company of Canada, as Canadian Trustee (the “Canadian Trustee”), and Computershare Trust Company, National Association, as U.S. trustee (the “U.S. Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of November 18, 2025 (the “Fourth Supplemental Indenture”), as supplemented by the Supplemental Indenture to the Fourth Supplemental Indenture, dated as of April 17, 2026 (together with the Fourth Supplemental Indenture, the “Supplemented Fourth Supplemental Indenture”), in respect of the 2036 Notes, by and among BAM, the Canadian Trustee and the U.S. Trustee, and the Fifth Supplemental Indenture, dated as of April 17, 2026, in respect of the 2031 Notes (the “Fifth Supplemental Indenture”), by and among BAM, the Canadian Trustee and the U.S. Trustee. The Base Indenture, as supplemented by the Fourth Supplemental Indenture and the Supplemented Fourth Supplemental Indenture or the Fifth Supplemental Indenture, as applicable, is hereinafter referred to as the “Indenture”.

 

The 2031 Notes bear interest at 4.832% per annum and will mature on April 15, 2031. Interest on the 2031 Notes is payable on April 15 and October 15 of each year, beginning October 15, 2026. The 2036 Notes bear interest at 5.298% per annum and will mature on January 15, 2036. The 2036 Notes form part of the same series and, except for the issue date and the issue price, have the same terms as the outstanding $400,000,000 aggregate principal amount of 5.298% notes due January 15, 2036. Interest on the 2036 Notes is payable on January 15 and July 15 of each year, beginning July 15, 2026. BAM will be required to pay additional amounts in connection with the Notes in the event that BAM is required to withhold or deduct certain taxes by law or by the interpretation or administration thereof.

 

At any time and from time to time prior to March 15, 2031 (the date that is one month prior to the maturity date of the 2031 Notes), BAM may redeem the 2031 Notes, in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after March 15, 2031, BAM may redeem some or all of the 2031 Notes at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture.

 

At any time and from time to time prior to October 15, 2035 (the date that is three months prior to the maturity date of the 2036 Notes), BAM may redeem the 2036 Notes, in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after October 15, 2035, BAM may redeem some or all of the 2036 Notes at a redemption price equal to 100% of the principal amount of the 2036 Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture. BAM may also redeem the Notes in the event of certain changes affecting Canadian withholding tax.

 

The Indenture contains certain restrictions, including a limitation that restricts BAM’s ability to incur liens. The Indenture also provides that BAM will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase upon the occurrence of certain change of control events.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number 		  Description
4.1   Indenture, dated as of April 24, 2025, among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.1 of Brookfield Asset Management Ltd.’s Current Report on Form 8-K filed April 24, 2025)
4.2   Fourth Supplemental Indenture, dated as of November 18, 2025, among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.3 of Brookfield Asset Management Ltd.’s Current Report on Form 8-K filed November 18, 2025).
4.3   Supplemental Indenture to the Fourth Supplemental Indenture, dated as of April 17, 2026, among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association.
4.4   Fifth Supplemental Indenture, dated as of April 17, 2026, among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association.
104  

Cover Page Interactive Data File (embedded within the 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: April 17, 2026

 

  Brookfield Asset Management Ltd.
     
  By: /s/ Kathy Sarpash
  Name: Kathy Sarpash
  Title: Managing Director, Legal & Regulatory and Corporate Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What debt securities did Brookfield Asset Management (BAM) issue in this 8-K?

Brookfield Asset Management issued US$550,000,000 4.832% senior notes due 2031 and US$450,000,000 5.298% senior notes due 2036. Both series are senior unsecured notes governed by an Indenture with Canadian and U.S. trustees and pay fixed semi-annual interest.

What are the interest rates and payment dates on BAM’s new senior notes?

The 2031 notes bear interest at 4.832% per year, payable April 15 and October 15, starting October 15, 2026. The 2036 notes pay 5.298% annually, with interest due January 15 and July 15, beginning July 15, 2026, providing predictable semi-annual coupon payments.

When do Brookfield Asset Management’s 2031 and 2036 notes mature?

The 4.832% 2031 notes mature on April 15, 2031, while the 5.298% 2036 notes mature on January 15, 2036. These maturities give Brookfield long-term fixed-rate funding spanning roughly five to ten years from issuance, subject to any early redemptions allowed under the Indenture.

Can Brookfield Asset Management redeem the new notes before maturity?

Brookfield may redeem each series at a make-whole redemption price before specified dates, then at 100% of principal plus accrued interest after March 15, 2031 for the 2031 notes and after October 15, 2035 for the 2036 notes, as detailed in the Indenture provisions.

What protection do BAM noteholders have if there is a change of control?

If certain change of control events occur, Brookfield must offer to purchase the notes at 101% of their principal amount plus accrued and unpaid interest. This provision gives noteholders a defined exit price if the company’s control structure changes materially in the future.

How do Canadian withholding taxes affect Brookfield’s new notes?

Brookfield will pay additional amounts on the notes if required to withhold or deduct certain taxes by law or its administration. The company may also redeem the notes if there are specified changes affecting Canadian withholding tax, helping manage future tax-related costs on these securities.

Filing Exhibits & Attachments

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