1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
2 unchanged sentences
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.
−Removed: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
5 unchanged sentences
Management assessed the effectiveness of BAM's internal control over financial reporting as of December 31, 2025, based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this assessment, management concludes that, as of December 31, 2024, BAM’s internal control over financial reporting is effective.
+Added: Based on this assessment, management concludes that, as of December 31, 2025, BAM's internal control over financial reporting are effective.
+Added: Consistent with guidance issued by the SEC, excluded from our evaluation was internal control over financial reporting of the Asset Management Company, which was acquired on February 4, 2025.
+Added: The Asset Management Company constitutes approximately 96% of total assets, 81% of net assets, 99% of total revenues and 96% of net income of BAM's consolidated financial statement amounts as of and for the year ended December 31, 2025.
BAM's internal control over financial reporting as of December 31, 2025, has been audited by Deloitte LLP, the Independent Registered Public Accounting Firm, who also audited BAM's consolidated financial statements for the year ended December 31, 2025.
4 unchanged sentences
OTHER INFORMATION
−Removed: DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
11 unchanged sentences
Keith Johnson 50 Director United States
+Added: Bruce Karsh 70 Director United States
Kingston 52 Director United States
1 unchanged sentence
Diana Noble 64 Director United Kingdom
−Removed: William Powell 66 Director United States
−Removed: Blattman, Cutler and Powell and Ms.
+Added: Blattman and Cutler and Ms.
Braly were appointed to the Board effective March 17, 2025.
1 unchanged sentence
Allison Kirkby stepped down from the Board effective March 17, 2025.
−Removed: Kirkby has taken on the role of Senior Advisor for Brookfield's Infrastructure business.
Pollock remains CEO of Brookfield's Infrastructure business.
Rai joined the board of directors of BN, effective March 17, 2025.
+Added: Karsh was appointed to the Board effective February 3, 2026, replacing Mr.
+Added: William Powell, who stepped down from the Board effective the same date.
Our executive officers are:
Name Age Position Principal Location
−Removed: Bruce Flatt 59 Chief Executive Officer, BAM United States
+Added: Connor Teskey (a)
+Added: 38 Chief Executive Officer, BAM;
+Added: Chief Executive Officer, Renewable Power and Transition United Kingdom
Hadley Peer Marshall 52 Chief Financial Officer, BAM United States
−Removed: Connor Teskey 37 President, BAM;
−Removed: CEO, Renewable Power and Transition United Kingdom
+Added: David Levi 54 Chief Executive Officer, Global Client Group United States
Kingston 52 Head of U.S., BAM;
−Removed: CEO, Real Estate United States
+Added: Executive Chair, Real Estate United States
Cyrus Madon 60 Executive Vice Chair, BAM;
Executive Chair, Private Equity United States
−Removed: Bruce Flatt is the CEO and Chair of the Board of BAM.
−Removed: He is also the CEO of BN.
−Removed: Flatt joined Brookfield in 1990 and became CEO of BN in 2002.
−Removed: He has been a director and the CEO of BAM since 2022.
−Removed: Under his leadership, Brookfield has developed a global operating presence in more than 30 countries.
−Removed: Flatt has served on many public company boards over the past three decades.
+Added: Teskey was appointed Chief Executive Officer of BAM effective February 3, 2026, with Mr.
+Added: Flatt continuing in his role as Chair of the Board of BAM.
+Added: Connor Teskey is CEO of BAM, a position he has held since 2026.
+Added: He is also the head of Brookfield’s Renewable Power and Transition business and CEO of Brookfield Renewable Partners, positions he has held since 2020.
+Added: In these roles, he is responsible for investments, operations and the expansion of the Renewable Power and Transition business.
+Added: Teskey joined Brookfield in 2012 and has held a variety of investment and management roles.
+Added: Prior to Brookfield, he worked in corporate debt origination at a Canadian bank.
+Added: Teskey holds a Bachelor of Business Administration degree from the University of Western Ontario.
Hadley Peer Marshall is the Chief Financial Officer of BAM, a position she has held since 2024.
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Peer Marshall holds a Master of Business Administration degree and a Bachelor of Science degree from the University of North Carolina at Chapel Hill.
−Removed: Connor Teskey is President of BAM, a position he has held since 2022.
−Removed: He is also the head of Brookfield’s Renewable Power and Transition business and CEO of Brookfield Renewable Partners, positions he has held since 2020.
−Removed: In these roles, he is responsible for investments, operations and the expansion of the Renewable Power and Transition business.
−Removed: Teskey joined Brookfield in 2012 and has held a variety of investment and management roles.
−Removed: Prior to Brookfield, he worked in corporate debt origination at a Canadian bank.
−Removed: Teskey holds a Bachelor of Business Administration degree from the University of Western Ontario.
−Removed: Kingston is Head of U.S., BAM and has been a director of BAM since 2022.
−Removed: He is also the CEO of Brookfield’s Real Estate business;
+Added: David Levi is Chief Executive Officer of BAM's Global Client Group.
+Added: In this role, he is responsible for Brookfield’s client relationships across the organization, including the expansion of fund offerings, client solutions and servicing its large and growing institutional and private wealth client base.
+Added: Prior to this, Mr.
+Added: Levi was Managing Partner and CEO of Brookfield Oaktree Wealth Solutions, which is responsible for Brookfield and Oaktree’s relationships with private wealth clients globally.
+Added: He is a member of Brookfield’s Executive Committee.
+Added: Levi holds a Master of Business Administration degree from Columbia Business School and a Bachelor of Arts degree from Hamilton College.
+Added: He is a Fellow of the 2019 class of the Aspen Finance Leaders Fellowship, a member of the Aspen Global Leadership Network and holds the Chartered Financial Analyst designation.
+Added: Kingston has been a director of BAM since 2022 and is the Head of U.S., BAM.
+Added: He is also the Executive Chair of Brookfield’s Real Estate business;
in this role, he is responsible for investments, operations and the expansion of the Real Estate business.
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Cyrus Madon is Executive Vice Chair of BAM and has been a director of BAM since 2022.
−Removed: He is also the Executive Chair of Brookfield’s Private Equity Group;
−Removed: in this role, he is responsible for developing strategy and providing investment oversight, while supporting the broader team in executing our growth initiatives.
−Removed: He is a member of Brookfield's Executive Committee.
+Added: He is also the Executive Vice Chair of BN, and Executive Chair of Brookfield’s Private Equity Group.
+Added: In this role, he is responsible for developing strategy, providing investment oversight, and supporting the broader team in executing our growth initiatives.
+Added: He is also a member of Brookfield's Executive Committee.
Madon joined Brookfield in 1998 and has held a number of senior roles across the organization, including CEO of Brookfield's Private Equity business.
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He currently serves on the non-profit board of Vibrant Emotional Health, and previously served on the board of Brookfield Renewable Partners and Brookfield Renewable Corporation from 2020 to 2025 and Brookfield Property Partners from 2019 to 2020.
+Added: Bruce Flatt is the Chair of the Board of BAM.
+Added: Flatt joined Brookfield in 1990 and became CEO of BN, the majority shareholder of BAM, in 2002, of which he also serves as a director.
+Added: He has been a director of BAM since 2022, when the listed company was formed and was CEO of BAM from formation until February 2026.
+Added: Under his leadership, Brookfield has developed a global operating presence in more than 50 countries.
+Added: Flatt has served on many public company boards over more than three decades.
Olivia (Liv) Garfield has been a director since 2022.
−Removed: She is the CEO of Severn Trent, a FTSE 100 water utilities company.
+Added: She is formerly the CEO of Severn Trent, a FTSE 100 water utilities company, a position she held from April 2014 until December 2025.
Before joining Severn Trent, Ms.
Garfield was CEO of Openreach, part of the BT Group, where she spearheaded and oversaw the commercial roll-out of fibre broadband to two-thirds of the country.
−Removed: She joined BT in 2002 and held the pivotal roles of Group Director of Strategy and Regulation, Managing Director Commercial and Brands, Global Services and UK Customer Services Director.
+Added: She joined BT in 2002 and held the pivotal roles of Group Director of Strategy and Regulation, Managing Director Commercial and Brands, Global Services and U.K.
+Added: Customer Services Director.
From 1998 to 2002, Ms.
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In October 2020, Ms.
−Removed: Garfield was appointed Commander of the Order of the British Empire (CBE) in the Queen’s Birthday Honours for services to the water industry.
+Added: Garfield was appointed Commander of the Order of the British Empire (CBE) in the Queen’s Birthday
+Added: Honours for services to the water industry.
Garfield holds a Bachelor of Arts (Honours) from Murray Edwards College, University of Cambridge.
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She is the Vice Chairwoman of Carbon Direct, a leader in scaling carbon management into a global industry through climate investment, technology, and client advisory.
−Removed: She is also Chair of the Glasgow Financial Alliance for Net Zero’s Advisory Panel of technical experts, as well as a member of its CEO Principals Group, in addition to serving as a Chairwoman of both the David Rockefeller Fund and the Synergos Institute Investment Committees.
−Removed: She is also a Senior Advisor at Boston Consulting Group, a member of the Clinton Global Initiative Advisory Council, and a member of the Harvard Institute for Climate and Sustainability Advisory Board.
−Removed: Previously, she was Co-Founder and Portfolio Manager of Matarin Capital, which became one of the larger women-owned asset managers in the US.
−Removed: She also previously served as a member of the State of California’s Climate-Related Financial Risk Advisory Group, the Social Mission Board of Seventh Generation, a wholly-owned subsidiary of Unilever, and the TED Vision Council.
−Removed: She is a permanent member of both the Council on Foreign Relations and the Economic Club of New York.
+Added: She is also Chair of the David Rockefeller Fund Investment Committee, a member of the Clinton Global Initiative Advisory Council and the Harvard Salata Institute Advisory Board, and Chair of the Glasgow Financial Alliance for Net Zero’s Advisory Panel.
+Added: With a focus on global macroeconomic investment and forecasting, Nili previously Co-Founded Matarin Capital, growing the firm into one of the largest women-owned asset managers in the U.S.
+Added: She Co-Chairs the Milken Institute Geo-Economics Leadership Network, serves on the World Economic Forum Global Future Council and the Bretton Woods Committee, and has served in committee chair and advisory roles as a permanent member of both the Council on Foreign Relations and the Economic Club of New York.
Gilbert received her Bachelor of Arts, magna cum laude, from Harvard University, her MBA from Columbia Business School, where she was a Toigo Fellow, and she has completed programs in leadership and sustainability at Oxford and Stanford Universities.
Keith Johnson has been a director since 2022.
−Removed: He is Founding Partner and CEO of Sequoia Heritage, a global, evergreen private investment partnership investing on behalf of entrepreneurs, families, and philanthropies established in 2010.
+Added: He is Founding Partner and CEO of HRTG Partners (formerly Sequoia Heritage), a global, evergreen private investment partnership investing on behalf of entrepreneurs, families, and philanthropies established in 2010.
Prior to Sequoia Heritage, Mr.
2 unchanged sentences
Johnson is a CFA charterholder.
+Added: Bruce Karsh has been a director of BAM since 2026.
+Added: He is Oaktree’s Co-Chairman and one of the firm’s co-founders.
+Added: He is also Oaktree’s Chief Investment Officer and serves as portfolio manager for Oaktree’s Global Opportunities and Global Credit strategies.
+Added: Karsh holds an A.B.
+Added: degree in economics summa cum laude from Duke University and a J.D.
+Added: from the University of Virginia School of Law.
+Added: He serves on the boards of a number of privately held companies, is a member of the investment committee of the Broad Foundations and a Trustee Emeritus of Duke University.
Diana Noble has been a director since 2022.
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She was a partner of Schroder Ventures, later Permira, for 10 years, founder CEO of eVentures and Reed Elsevier Ventures and from 2011 to 2017 was CEO of British International Investment, the British Government’s development finance institution, investing solely in Africa and South Asia, with a dual mission of financial return and development impact.
−Removed: She is currently a member of the Bank of England’s Court (the Bank’s governing board), chair of the Remuneration Committee and chaired the 2021 Court Review into Ethnic Diversity and Inclusion at the Bank.
+Added: She is currently Deputy Chair of the Bank of England’s Court (the Bank’s governing board), chair of the Remuneration Committee and chaired the 2021 Court Review into Ethnic Diversity and Inclusion at the Bank.
She is also a Governor of Wellcome, a global charitable foundation, supporting scientific research for step changes in health outcomes, chairs the People and Remuneration Committee and is a member of the Investment Committee.
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She has recently published research on this topic (“When to Go and How to Go” – Founder and Leader Transition in Private Equity) with Professor Josh Lerner of Harvard Business School.
−Removed: William Powell is a Managing Partner in Brookfield’s Credit Group and has been a director of BAM since 2025.
−Removed: He currently leads Brookfield’s real estate debt team.
−Removed: Since joining Brookfield in 2002, Mr.
−Removed: Powell has held many roles across the organization including Partner in Brookfield’s initial Real Estate Finance business, and Chief Operating Officer of the Brookfield Property Group.
−Removed: Powell served as CEO of Brookfield’s Australian and Asian businesses from 2013 to 2017.
−Removed: Prior to joining Brookfield in 2002, Mr.
−Removed: Powell held various senior management positions within the real estate capital markets groups at a number of investment management firms.
−Removed: He holds a Master of Business Administration degree from the Darden School of the University of Virginia and a Bachelor of Science degree from the University of Richmond.
BAM is committed to good corporate governance.
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• assessing management’s performance against approved business plans;
−Removed: • appointing the Chief Executive Officer (the “CEO”), overseeing the CEO’s selection of other members of senior management and reviewing succession planning;
+Added: • appointing the CEO, overseeing the CEO’s selection of other members of senior management and reviewing succession planning;
• reviewing and approving the reports issued to shareholders, including annual and interim financial statements.
11 unchanged sentences
Meetings of the Board are primarily held in New York, NY.
−Removed: In 2024, there were six scheduled Board meetings, consisting of four regular meetings, one special meeting and one annual strategy session held in October 2024.
−Removed: With the exception of one board meeting held in London, UK, all of the meetings were held in New York, NY.
+Added: In 2025, there were five scheduled Board meetings, consisting of four regular meetings and one annual strategy session held in November 2025.
+Added: With the exception of one board meeting held in London, U.K., all of the meetings were held in New York, NY.
In 2026, there are five scheduled Board meetings, consisting of four regular meetings and one annual strategy session.
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Each private session of the Board is chaired by the Lead Independent Director, who reports back to the CEO on any matters requiring action by management.
−Removed: There were six private meetings of independent directors in 2024.
+Added: There were five private meetings of independent directors in 2025.
Private sessions of the Committees without management directors present are also held after each Committee meeting, chaired by the respective Committee Chair, who reports back to an appropriate executive on any matters requiring action by management.
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The Board decides which directors are considered to be independent based on the recommendation of the GNCC, which evaluates director independence based on the guidelines set forth under applicable securities laws.
−Removed: In this process, the Board conducts an analysis of each director nominee to determine if they are an affiliated director (all director nominees who are also current members of management are, by definition, affiliated directors) or an independent director.
+Added: In this process, the Board conducts an analysis of each director nominee to determine if they are a management director, affiliated director or an independent director.
The Chair of the Board is Mr.
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The Board encourages regular and open dialogue between the independent directors and the Chair to discuss matters raised by independent directors.
−Removed: The following table shows our current directors and whether each director is an Independent (a) or Management (b) director.
−Removed: Director Independent
−Removed: Reason for Management Status
+Added: The following table shows our current directors and whether each director is an Independent, (a) Management (b) or Affiliated (c) director.
+Added: Director Independent Management Affiliated Reason for Management Status
Barry Blattman ü
1 unchanged sentence
Scott Cutler ü
−Removed: Flatt is the CEO of BAM
+Added: Flatt is the CEO of BN
Olivia (Liv) Garfield ü
1 unchanged sentence
Keith Johnson ü
+Added: Bruce Karsh ü
+Added: Karsh is Co-Chairman of Oaktree
Kingston is the Head of U.S., BAM and CEO of Real Estate
2 unchanged sentences
Diana Noble ü
−Removed: William Powell ü
−Removed: Powell is a Managing Partner in Brookfield's Credit Group
(a) “Independent” refers to the Board’s determination of whether a director is “independent” under NYSE rules relating to corporate governance matters and section 1.2 of National Instrument 58-101 — Disclosure of Corporate Governance Practices.
(b) “Management” refers to a director who is a current member of management of BAM.
−Removed: The Board considers that the seven directors listed as “Independent” above (approximately 58% of the Board) are independent.
+Added: (c) “Affiliated” refers to a director who (i) owns greater than a de minimis interest in BAM (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly (a) been an officer of or employed by BAM or any of its affiliates, (b) performed more than a de minimis amount of services for BAM or any of its affiliates, or (c) had any material business or professional relationship with BAM other than as a director of BAM.
+Added: “De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in BAM to themselves and to BAM.
+Added: The Board considers the seven directors listed as “Independent” above (approximately 58% of the Board) to be independent.
Term Limits and Board Renewal
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Director dinners, with select management present, are held before or immediately following all regularly scheduled Board meetings, and director education is provided at these dinners by way of presentations on areas relevant to BAM’s business.
−Removed: These dinners increase director knowledge of various business activities and initiatives.
+Added: These presentations increase director knowledge of various business activities and initiatives.
Often more junior executives are invited to Board dinners in order to provide directors with exposure to the next generation of executives and better enable the Board to assess BAM’s bench strength from a succession standpoint.
1 unchanged sentence
As well, throughout the course of the year, the directors are privy to a number of educational sessions as part of the Board and Committee meetings and outside of such meetings, attend BAM’s “Director Education Series”.
−Removed: To date, BAM has held educational sessions on topics including human resources function, internal audit and artificial intelligence.
+Added: To date, BAM has held educational sessions on topics including SEC and regulatory compliance, renewable energy and impact investing, and artificial intelligence.
BAM has undertaken to provide off-site visits for the Board to BAM’s business operations and other relevant destinations in key markets outside of New York and London, where regularly scheduled Board meetings are normally held.
−Removed: These off-site visits will be designed to provide an opportunity for directors to gain direct exposure to BAM’s operations and a more detailed understanding of its asset management operations.
+Added: These off-site visits will be designed to provide an opportunity for directors to gain direct exposure to BAM’s operations and a more detailed understanding of its
+Added: asset management operations.
Off-site visits also offer directors an opportunity to meet and assess BAM’s regional leadership in these markets.
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Further, the Audit Committee requires that all its members disclose any form of association with a present or former internal or external auditor of BAM to the Board for a determination as to whether this association affects the independent status of the director.
−Removed: As at March 17, 2025, the Audit Committee was comprised of the following three directors:
+Added: As at February 23, 2026, the Audit Committee was comprised of the following three directors:
Coutu (Chair) and Mses.
−Removed: Braly and Gilbert.
+Added: Braly and Gilbert, all of whom are independent directors and were members of the Audit Committee throughout 2025, except for Ms.
+Added: Braly, who was appointed to the Audit Committee effective March 17, 2025.
The Board has determined that all of these directors are independent for Audit Committee service and financially literate in accordance with the rules of the NYSE, and that Mr.
3 unchanged sentences
Braly is the former CEO, President and Chair of the Board of WellPoint, Inc.
−Removed: and has extensive audit committee experience, including having served on the audit committees of BN and The Procter & Gamble Company.
+Added: and has extensive audit committee experience, including having served on the audit committees of BN
+Added: and The Procter & Gamble Company.
Gilbert has a Master of Business Administration from Columbia Business School and is a Chartered Financial Analyst (“CFA”) and Chartered Alternative Investments Analyst charterholder.
−Removed: Gilbert has over 20 years of professional experience in the asset management business and is the chair of the Glasgow Financial Alliance for Net Zero’s Advisory Panel of technical experts, as well as a member of its CEO Principals Group and serves as Chairwoman of the Investment Committees of both the David Rockefeller Fund and the Synergos Institute.
+Added: Gilbert has over 20 years of professional experience in the asset management business and is the Chair of the Glasgow Financial Alliance for Net Zero’s Advisory Panel of technical experts, as well as a member of its CEO Principals Group and serves as Chair of the Investment Committees of both the David Rockefeller Fund and the Synergos Institute.
Governance, Nominating and Compensation Committee
3 unchanged sentences
to review BAM’s statement of corporate governance practices and to review and recommend the directors’ compensation.
−Removed: The GNCC met eight times in 2024, consisting of three regular meetings and five meetings held in connection with the 2025 Arrangement.
−Removed: The Board has in place a formal procedure for evaluating the performance of the Board, its Committees and individual directors – the GNCC reviews the performance of the Board, its Committees and the contribution of individual directors on an annual basis (see the
−Removed: “Board, Committee and Director Evaluation” section in this Statement of Corporate Governance Practices for further information on the annual director evaluation process).
+Added: The GNCC met three times in 2025, consisting of three regular meetings.
+Added: The Board has in place a formal procedure for evaluating the performance of the Board, its Committees and individual directors – the GNCC reviews the performance of the Board, its Committees and the contribution of individual directors on an annual basis (see the “Board, Committee and Director Evaluation” section in this Statement of Corporate Governance Practices for further information on the annual director evaluation process).
The GNCC is also responsible for reviewing the credentials of proposed nominees for election or appointment to the Board and for recommending candidates for Board membership, including the candidates proposed to be nominated for election to the Board at the annual meeting of shareholders.
5 unchanged sentences
The GNCC is also responsible for reviewing and reporting to the Board on management resource matters for BAM, including ensuring a diverse pool for succession planning, the job descriptions and annual objectives of senior executives, the form of executive compensation in general, including an assessment of the risks associated with the compensation plans and the levels of compensation of the CEO and other senior executives.
−Removed: Flatt’s compensation in his capacity as BAM’s CEO is set by the GNCC.
+Added: The compensation of BAM’s CEO is set by the GNCC.
The GNCC also reviews the performance of senior management against written objectives and reports thereon.
9 unchanged sentences
The full text of our Code of Conduct is published on BAM’s website, https://bam.brookfield.com under “Corporate Governance”.
−Removed: If we make any amendments to the Code of Conduct, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a report on Form 8-K.
−Removed: As at March 17, 2025, the GNCC was comprised of the following four directors:
+Added: If we make any amendments to the Code of Conduct, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
+Added: As at February 23, 2026, the GNCC was comprised of the following four directors:
Garfield (Chair), Gilbert and Noble and Mr.
9 unchanged sentences
The results of this survey are reviewed by the GNCC, which makes recommendations to the Board as required.
−Removed: Each independent director also receives a self-assessment questionnaire and all directors
−Removed: are required to complete a skill-set evaluation which is used by the GNCC for planning purposes.
+Added: Each independent director also receives a self-assessment questionnaire and all directors are required to complete a skill-set evaluation which is used by the GNCC for planning purposes.
The Chair or the Lead Independent Director holds private interviews with each non-management director annually to discuss the operations of the Board and its Committees, and to provide any feedback on individual director’s contributions.
3 unchanged sentences
Lead Independent Director
−Removed: BAM does not have a separate Chair and CEO, as the Chair and CEO is Mr.
+Added: BAM has a separate Chair and CEO.
+Added: The Chair is Mr.
+Added: Flatt and the CEO is Mr.
Since the Board has not appointed an independent Chair, the Board has appointed Mr.
4 unchanged sentences
In addition, the Chair is responsible for:
−Removed: approving the agenda for each Board meeting after consultation with the CEO, President, CFO, COO and Corporate Secretary;
+Added: approving the agenda for each Board meeting after consultation with the CEO, CFO and Corporate Secretary;
ensuring directors receive the information required to perform their duties;
23 unchanged sentences
The information provided by management to directors is critical to Board effectiveness.
−Removed: In addition to the reports presented to the Board and its Committees at meetings, the directors are also kept informed by management on a timely basis of corporate developments and key decisions taken by management in pursuing corporate objectives.
+Added: In addition to the reports presented to the Board and its Committees at meetings, the directors are also kept informed by management on a timely basis of corporate
+Added: developments and key decisions taken by management in pursuing corporate objectives.
The directors annually evaluate the quality, completeness and timeliness of information provided by management to the Board.
5 unchanged sentences
BAM is able to raise capital by creating new investment strategies that help its clients meet their financial objectives and by generating attractive risk-adjusted returns for its clients.
−Removed: In order to deliver strong performance returns on its funds, BAM utilizes its global reach
−Removed: to identify and acquire high quality assets at favorable valuations, finance them prudently, and then seek to enhance the cash flows and values of these assets through established operating business groups.
+Added: In order to deliver strong performance returns on its funds, BAM utilizes its global reach to identify and acquire high quality assets at favorable valuations, finance them prudently, and then seek to enhance the cash flows and values of these assets through established operating business groups.
BAM’s strategic plan is designed to achieve attractive long-term total returns for shareholders while minimizing risk and enhancing value across our various stakeholder groups in the best interests of BAM.
21 unchanged sentences
Related Party Transactions
−Removed: Pursuant to its charter, the GNCC is responsible for reviewing and conducting oversight of all significant related party transactions involving BAM and situations involving a potential conflict of interest, which includes transactions between BAM and an executive officer, director, principal shareholder or their immediate family members.
+Added: Pursuant to its charter, the GNCC is responsible for reviewing and conducting oversight of all significant related party transactions involving BAM and situations involving a potential conflict of interest, which includes transactions between BAM and an executive
+Added: officer, director, principal shareholder or their immediate family members.
The GNCC is also responsible for ensuring that no related party transaction entered into is inconsistent with the interests of BAM and its shareholders.
2 unchanged sentences
Location of Annual Meeting of Shareholders
−Removed: Beginning in 2025, BAM will transition from a virtual-only meeting format for its annual meeting of shareholders to an in-person meeting held in New York, NY, while continuing to offer an option for virtual participation.
+Added: BAM holds its annual meeting of shareholders in-person in New York, NY, with an option to watch the meeting via live webcast.
Controlled Company Exception and Director Independence
After giving effect to the 2025 Arrangement, BN, directly and indirectly, holds more than 50% of the voting power for the election of directors, and as such, BAM is a “controlled company” within the meaning of the corporate governance standards of the NYSE.
−Removed: these standards, a “controlled company” may elect not to comply with certain corporate governance standards, including the requirements (a) that a majority of its board of directors consist of independent directors, (b) that its board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (c) that its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
+Added: Under these standards, a “controlled company” may elect not to comply with certain corporate governance standards, including the requirements (a) that a majority of its board of directors consist of independent directors, (b) that its board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (c) that its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
We currently do not rely on any of these exemptions;
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• compensation programs that reward behaviors that align with long-term value creation.
−Removed: • Long-term incentives that are competitive with our industry in form and level allowing for the attraction of top talent.
+Added: • long-term incentives that are competitive within our industry in form and level, allowing for the attraction of top talent.
• pay mix heavily weighted to long-term incentives.
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forfeit unvested awards.
−Removed: In addition, vested award may be forfeited for non-compliance in certain circumstances.
+Added: In addition, vested awards may be forfeited for non-compliance in certain circumstances.
Unless specifically noted otherwise, the remainder of the discussion in this report focuses on the Named Executive Officers (as defined on page 149 of this report), but also pertains to executives of BAM who have corporate responsibilities.
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More specifically, our compensation programs consistently focus on the long term:
−Removed: • All executives receive a significant portion of their compensation in the form of equity which vests for a minimum of a 5-year period in arrears.
+Added: • All executives receive a significant portion of their compensation in the form of equity which vests for a minimum 5-year period in arrears.
As individuals progress in seniority, more of their compensation is in the form of long-term awards.
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• Our option and Escrowed Share awards have a 10-year life and reward executives for share price appreciation over the period.
−Removed: Our senior management team (“Executive Officers”), which includes the Named Executive Officers, has consistently held these equity-based awards for over eight years on average;
−Removed: moreover, upon exercise and/or exchange, our Executive Officers have retained a substantial majority of the net proceeds in the form of Class A Shares of BAM.
−Removed: The Named Executive Officers of BN have historically retained a majority of these equity-based awards for over eight years, and this practice is expected to continue for BAM.
+Added: Our executive officers, which includes the Named Executive Officers, has consistently held these equity-based awards for over eight years on average;
+Added: moreover, upon exercise and/or exchange, our executive officers have retained a substantial majority of the net proceeds in the form of Class A Shares.
• Executive officers are required to hold a minimum of five times their salary in BAM equity and all executive officers meet and, in most cases, far exceed this requirement.
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• Executive officers are required to hold, for at least one year, an interest in Class A Shares equal to the net proceeds realized on the exercise of options or the exchange of Escrowed Shares.
−Removed: • Departing executives forfeit all unvested long-term incentive plans awards unless a different arrangement is specifically approved by the GNCC.
+Added: • Departing executives forfeit all unvested long-term incentive awards unless a different arrangement is specifically approved by the GNCC.
• Our clawback policy provides for the reimbursement of incentive and equity-based compensation by executive officers in the event of conduct that is detrimental to the business or an accounting restatement, and is designed to comply with the clawback rules of the SEC and the related exchange listing standards (the “U.S.
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While we are respectful of those who use these metrics, we have reviewed this approach and do not believe it is in the best interests of our shareholders or of the business.
−Removed: Value creation for our senior management team is virtually 100% based on share price over the long term — we do not provide performance multipliers that pay out for strong performance in a weak market or for achieving internal targets set by management — our management receive value from their equity awards only when our shareholders realize value over the long-term.
+Added: Value creation for our senior management team is almost entirely based on share price over the long term — we do not provide performance multipliers that pay out for strong performance in a weak market or for achieving internal targets set by management — our management receive value from their equity awards only when our shareholders realize value over the long-term.
The following sections provide a detailed description of BAM’s executive compensation philosophy and programs and the decisions of our GNCC under these programs, as well as the factors considered in making its decisions.
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BAM’s operations are organized into five principal investment strategies in addition to our corporate activities.
−Removed: These strategies consist of renewable power and transition, infrastructure, private equity, real estate and credit.
+Added: These strategies consist of infrastructure, renewable power and transition, private equity, real estate and credit.
Certain executives who:
−Removed: (i) have responsibility for overall corporate activity;
+Added: responsibility for overall corporate activity;
(ii) are in charge of one of BAM’s principal business units, divisions or functions;
or (iii) perform a similar policy making function for BAM, are executive officers of BAM.
−Removed: As at December 31, 2024, there were nine executive officers.
+Added: As at December 31, 2025, there were five executive officers.
BAM’s compensation philosophy described in the Compensation Discussion and Analysis is applicable for all corporate executives;
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Named Executive Officer Position
−Removed: Hadley Peer Marshall (a)
−Removed: Bahir Manios (a)
−Removed: Former CFO, BAM
−Removed: Connor Teskey President, BAM;
+Added: Bruce Flatt (a)
+Added: Hadley Peer Marshall CFO, BAM
+Added: Connor Teskey (a)
+Added: President, BAM;
CEO, Renewable Power and Transition
−Removed: Kingston CEO, Real Estate
−Removed: Anuj Ranjan (b)
−Removed: CEO, Private Equity
−Removed: (a) On March 19, 2024, BAM announced the appointment of Hadley Peer Marshall as CFO of BAM effective May 31, 2024.
−Removed: (b) On February 1, 2024, Anuj Ranjan was formally appointed as CEO, Private Equity.
+Added: Kingston Head of US, BAM
+Added: Cyrus Madon Executive Vice Chair, BAM and Executive Chair, Private Equity
+Added: (a) Connor Teskey was appointed as CEO on February 3, 2026.
The GNCC recommends to the full Board for the final approval of the compensation for the Named Executive Officers and the other executive officers of BAM.
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• Expanded our asset management activities:
−Removed: • Increased Assets Under Management to over $1 trillion and Fee-Bearing Capital to $539 billion.
−Removed: • Raised $137 billion of capital for the full year.
−Removed: • Deployed $48 billion of capital over the year, most notably within credit (over $26 billion), real estate ($6.1 billion), and private equity ($5.9 billion).
+Added: • Increased Fee-Bearing Capital to $603 billion.
+Added: • Raised over $112 billion of capital for the full year.
+Added: • Deployed over $66 billion of capital over the year, most notably within credit ($36.3 billion), infrastructure ($10.8 billion) and real estate ($7.5 billion).
Additionally, we sold assets and businesses valued at nearly $80 billion, representing $50 billion of equity capital.
−Removed: • Our asset management business recorded strong financial results, generating $2.5 billion of Fee-Related Earnings in the year, up 10% from the prior year, and $2.4 billion of Distributable Earnings, up 5% from the prior year.
+Added: • Achieved record financial results, generating $3.0 billion of Fee-Related Earnings in the year, up 22% from the prior year, and $2.7 billion of Distributable Earnings, up 14% from the prior year.
• Increased our quarterly dividend by 15% to $2.01 per share on an annual basis.
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The GNCC meets as required, and at least annually, to monitor and review management compensation policies, management succession planning, diversity and the overall composition and quality of BAM’s management resources.
−Removed: The GNCC held eight meetings in 2024, consisting of three regular meetings and five meetings held in connection with the 2025 Arrangement, and there are four regular meetings scheduled for 2025.
−Removed: None of the recommendations of the GNCC have been rejected or modified by the Board during 2024.
+Added: The GNCC held three meetings in 2025 and there are three regular meetings scheduled for 2026.
+Added: None of the recommendations of the GNCC were rejected or modified by the Board during 2025.
Benchmarking Executive Compensation and Compensation Peer Group
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Since long-term incentives are a significant focus of BAM’s incentive programs, the GNCC has not defined a peer group or benchmarked Named Executive Officer compensation against a peer group.
−Removed: Management conducts annual compensation benchmarking for executives and results are shared with the GNCC as appropriate.
+Added: Management conducts annual
+Added: compensation benchmarking for executives and results are shared with the GNCC as appropriate.
As described above, the GNCC believes that BAM’s current compensation policies have assisted in attracting and retaining top talent and encouraging executives to assess the risks related to their decisions and actions, and minimizing the ability of executives to benefit from taking risks that increase the performance of BAM in the short-term at the expense of long-term value.
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Brookfield has a long history of developing executives from within rather than hiring externally and the awarding of long-term incentives is an important component of rewarding and retaining these executives.
−Removed: BAM is committed to workplace diversity;
−Removed: both ethnic and gender diversity are important to BAM’s long-term success and BAM actively supports the development and advancement of a diverse group of employees capable of achieving leadership positions.
+Added: BAM is committed to workplace diversity, which is important to BAM’s long-term success and BAM actively supports the development and advancement of a diverse group of employees capable of achieving leadership positions.
Leadership appointments are solely based on merit, and not on other factors because management and the Board believe that merit should be the guiding factor in determining whether a particular candidate is capable of bringing value to BAM.
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However, a cornerstone of BAM’s succession planning process is a tailored approach to the development and advancement of employees capable of achieving executive officer positions.
−Removed: Tailoring the development plan for each individual permits BAM to consider the needs of the individual, including considerations that are gender-based.
+Added: Tailoring the development plan for each individual permits BAM to consider the needs of the individual.
This tailored approach to developing executives starts with identifying individuals who demonstrate the skills and attributes required to achieve executive officer positions within BAM.
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Development opportunities include exposure to a new competency or skill, a transfer between business units, a relocation, a role expansion and other stretch opportunities.
−Removed: While BAM has not adopted formal targets for female representation in executive officer positions, management and the GNCC actively monitor the percentage of females identified as capable of achieving executive officer positions in aggregate, by business unit and by geography.
−Removed: In 2024, of the individuals identified as having the potential to achieve executive officer positions, approximately 48% self-identified as ethnically diverse and approximately 37 % were women.
−Removed: Management and the GNCC review annually a summary of high performance employees, including by gender and geography, the type of development opportunities provided to these individuals and changes to their compensation year over year in order to monitor BAM’s activities related to increasing female representation in senior management positions.
Compensation Related Risk
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fee for service business) since the compensation risks associated with these businesses are different.
−Removed: The GNCC reported the results of its 2024 review to the Board in November 2024.
−Removed: The GNCC did not identify any risks which are reasonably likely to have a material adverse effect on BAM.
+Added: As part of its 2025 review, the GNCC did not identify any risks which are reasonably likely to have a material adverse effect on BAM.
It was concluded that BAM’s compensation approach, policies and practices for its executives at the corporate level and within its business units appropriately:
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Key Elements of Compensation
−Removed: During the past three years, total compensation for the Named Executive Officers has been comprised of approximately 12% Base Salary, 10% Annual Management Incentive Plan awards and 78% Long-Term Share Ownership Plan awards.
+Added: During the past four years, total compensation for the Named Executive Officers has been comprised of approximately 13% Base Salary, 9% Annual Management Incentive Plan awards and 78% Long-Term Share Ownership Plan awards.
In order to achieve our compensation objective to create alignment of interests between shareholders and management, while minimizing management’s ability to benefit from taking risks that increase performance in the short-term at the expense of long-term value creation, executives receive a substantial portion of their compensation in awards under the Long-Term Share Ownership Plans as described on pages 152 to 154 of this report which:
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Element Purpose How Determined
−Removed: Base Salary • Deliver the only form of fixed compensation
+Added: Base Salary • Delivers the only form of fixed compensation
• CEO Base Salary is similar to other executive officers, subject to cost of living differentials between employment locations
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Long-Term Share Ownership Plans
−Removed: (There is a detailed description of each of the plans on pages 215 to 217 and 2024 awards are also outlined on page 220 of th is report)
+Added: (There is a detailed description of each of the plans on pages 152 to 154 and 2025 awards are also outlined on page 160 of this report)
• Align the executive’s interests with those of BAM’s shareholders
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These objectives include both short-term operational goals and objectives related to the implementation of the long-term business strategy.
−Removed: Given the emphasis on long-term value creation, it is not unusual for some of the objectives set at the beginning of the year to change during the year.
+Added: Given the emphasis
+Added: on long-term value creation, it is not unusual for some of the objectives set at the beginning of the year to change during the year.
Each year, the GNCC reviews:
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Options to purchase Class A Shares (“options”) which are settled in Class A Shares
−Removed: The Option Plans are administered by the Board and described in detail under “Security-Based Compensation Arrang ements” beginning on page 225 of this report
+Added: The Option Plans are administered by the Board and described in detail under “Security-Based Compensation Arrangements” on pages 162 to 163 of this report
• 10 year term
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2025 Awards and Exercises
−Removed: In 2024, we granted a total of 6,125,975 options under the Option Plans, representing approximately 1.3% of BAM’s issued and outstanding Class A Shares as at December 31, 2024, and 0.4% of BAM’s issued and outstanding Class A Shares as at March 7, 2025, reflecting the increase in BAM’s issued and outstanding Class A Shares after giving effect to the 2025 Arrangement, each on a fully diluted basis.
+Added: In 2025, we granted a total of 4,777,175 options under the Option Plans, representing approximately 0.3% of BAM’s issued and outstanding Class A Shares as at December 31, 2025 on a fully diluted basis.
In total during 2025, 1.6 million options with an aggregate in-the-money value of $54 million were disposed of or exercised.
−Removed: Deferred Share Unit Plans
Deferred Share Unit Plan
+Added: Deferred Share Unit Plan
Settled by a cash payment equal to the value of the Class A Shares
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Non-voting common shares (“Escrowed Shares”) of one or more private companies (each, an “Escrowed Company”).
−Removed: Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM and BN for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds.
+Added: Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM or BN for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds.
Regular dividends paid to each Escrowed Company on the shares of Brookfield Asset Management ULC or the Class A Shares acquired by the Escrowed Company will be used to pay dividends on the preferred shares which are held by BAM and BN.
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• Any Class A Shares acquired by an Escrowed Company will not be voted
−Removed: • Any Class A Shares acquired by the Escrowed Companies are purchased in the open market, thereby limiting dilution for shareholders
+Added: • Any Class A Shares acquired by the Escrowed Companies are generally purchased in the open market, thereby limiting dilution for shareholders
• Generally awarded in the first quarter of each year as part of the annual compensation review and only to the executive officers and certain senior management (a)
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2025 Awards and Settlements
−Removed: In 2024, BAM granted a total of 4,903,300 Escrowed Shares and 89,490 Class A Shares were issued under the Escrowed Stock Plan for settlement of existing awards.
+Added: In 2025, we granted a total of 3,544,325 Escrowed Shares and 73,908 Class A Shares were issued under the Escrowed Stock Plan for settlement of existing awards.
(a) For corporate executives, the annual long-term incentive award is typically in the form of options, Escrowed Shares or occasionally Restricted Shares.
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ü Require executive officers to own a significant interest in BAM
−Removed: ü Require executive officers to hold for at least one year, an interest in Class A Shares equal to the net
−Removed: proceeds realized on exercise of options or exchange of Escrowed Shares
+Added: ü Require executive officers to hold, for at least one year, an interest in Class A Shares equal to the net proceeds realized on exercise of options or exchange of Escrowed Shares
ü Provide for clawback of incentive and equity-based compensation in the event of accounting restatements or detrimental conduct
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The executive officers are required to hold Class A Shares, DSUs, Restricted Shares or other equity securities that own underlying Class A Shares with a value equal to five times Base Salary, based on the market value of the securities held, and which must be attained within five years of being designated as executive officers.
−Removed: As at March 7 , 2025, all of the Executive Officers and Named
−Removed: Executive Officers who are required to have met the share ownership requirement have done so.
+Added: As at February 23, 2026, all of the executive officers who are
+Added: required to have met the share ownership requirement have done so.
Any executive officer who has not yet met the ownership requirement remains on track to fulfill the ownership requirement within the applicable timeframe.
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(ii) failure to abide by applicable financial reporting, disclosure and/or accounting guidelines;
−Removed: (iii) material violations of BAM’s Code;
+Added: (iii) material violations of BAM’s Code of Conduct;
or (iv) material violations of BAM’s Positive Work Environment Policy (including the sexual harassment related provisions thereof).
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(x) require the executive officer to re-pay any Award paid to the executive officer;
−Removed: (y) cancel/revoke any prior Award that has not yet vested, and any Award that has vested but has not yet been exercised, to the executive officer;
+Added: (y) cancel/revoke any prior Award that has not yet vested to, and any Award that has vested but has not yet been exercised by, the executive officer;
and/or (z) require the executive officer to re-pay the cash value realized by the executive officer on any Award that has already vested to the executive officer.
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Escrowed Shares
−Removed: (as determined at the discretion of the Board)
−Removed: Vested units are redeemable on the day employment terminates.
+Added: (as determined at the discretion of the Board) Vested units are redeemable on the day employment terminates.
Unvested units are forfeited.
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2025 Compensation Decisions
−Removed: The Board has charged Mr.
−Removed: Flatt and his management team with expanding the asset management business globally in a manner consistent with the creation of shareholder value over the long term.
−Removed: Flatt’s personal performance, as well as the performance of the executive officers, is reviewed each year by the Board and the GNCC in relation to operational results, the achievement of other objectives set out at the beginning of the year related to the implementation of the long-term business strategy and other accomplishments.
+Added: The Board has charged the CEO and the management team with expanding the asset management business globally in a manner consistent with the creation of shareholder value over the long term.
+Added: The CEO’s personal performance, as well as the performance of the executive officers, is reviewed each year by the Board and the GNCC in relation to operational results, the achievement of other objectives set out at the beginning of the year related to the implementation of the long-term business strategy and other accomplishments.
Each year, the CEO presents an annual business plan to the Board.
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The report summarized the total 2025 compensation, including proposed annual incentive awards and Long-Term Share Ownership Plan awards as well as the proposed 2026 Base Salaries.
−Removed: The report also presented a wealth
−Removed: accumulation analysis, including the “in-the-money” value of vested and unvested Long-Term Share Ownership Plan awards previously granted and the options exercised during the year for each executive officer.
+Added: The report also presented a wealth accumulation analysis, including the “in-the-money” value of vested and unvested Long-Term Share Ownership Plan awards previously granted and the options exercised during the year for each executive officer.
The report included an analysis of the expected value of 2025 compensation awards to the Named Executive Officers that would be paid under various performance results.
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Connor Teskey 1,000,000 4,026,450
−Removed: Kingston 750,000 5,588,250
−Removed: Anuj Ranjan 1,000,000 5,588,250
+Added: 750,000 5,360,400
+Added: Cyrus Madon (c)
Flatt is not eligible for an annual incentive.
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In addition, Mr.
−Removed: Flatt, who remains CEO of BN, will also be eligible for BN compensation, including Long-Term Share Ownership Plans.
−Removed: Flatt also received $7,135,240 in Long-Term Incentive Value as BN compensation in his capacity as CEO of BN.
+Added: Flatt, who remains CEO of BN, is eligible for BN compensation, including Long-Term Share Owners hip Plans.
+Added: Flatt received $5,360,400 in Long-Term Incentive Value as BN compensation in his capacity as CEO of BN.
+Added: Kingston is eligible for an annual award under one of BAM’s Long-term Share Ownership Plans.
+Added: In addition, Mr.
+Added: Kingston is eligible for awards under BN Long-Term Share Ownership Plans.
+Added: Kingston’s Long-Term Incentive Value was awarded as BN compensation.
+Added: Madon is not eligible for an annual incentive.
+Added: His compensation consists of a Base Salary and an award under one of BAM’s Long-Term Share Ownership Plans.
+Added: In addition, Mr.
+Added: Madon is eligible for BN compensation, including Long-Term Share Ownership Plans.
+Added: Madon received $2,680,200 in Long-Term Incentive Value as BN compensation in his capacity as Executive Vice Chair of B N.
The GNCC considered these awards to be aligned with the compensation approach of rewarding long-term value creation and consistent with BAM’s compensation philosophy of providing a significant portion of executive compensation in the form of long-term equity-based awards.
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Other Named Executive Officers 16% 14% —% 70% 70%
−Removed: Three Years (2022 - 2024)
+Added: Four Years (2022 - 2025)
Chief Executive Officer 10% —
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Flatt owns a significant number of Class A Shares.
−Removed: These ownership interests are held both directly and through ownership in PVI.
+Added: These ownership interests are held both directly and through ownership in Partners Value Investments L.P.
Class A Share Performance Graphs
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The following shows the cumulative total shareholder return for BAM’s Class A Shares (assuming reinvestment of dividends) since December 9, 2022, in comparison with the cumulative total return of the NYSE Composite Total Return Index.
−Removed: December 9, 2022 December 31, 2022 December 31, 2023 December 31, 2024
+Added: December 9, 2022 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025
Class A Shares (BAM) 100 89.6 130.4 182.1 181.6
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The following shows the cumulative total shareholder return for BAM’s Class A Shares (assuming reinvestment of dividends) since December 9, 2022, in comparison with the cumulative total return of the S&P/TSX Composite Total Return Index.
−Removed: December 9, 2022 December 31, 2022 December 31, 2023 December 31, 2024
+Added: December 9, 2022 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025
Class A Shares (BAM) 100 85.8 122.4 185.6 176.6
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The compensation paid and disclosed in the table below represents aggregate amounts earned by the Named Executive Officers for the years ended December 31, 2025, 2024 and 2023.
−Removed: For the year ended December 31, 2024 and December 31, 2023 the compensation paid and disclosed reflects the amounts solely borne by BAM for services provided.
−Removed: For the year ended December 31, 2022, each of BN and BAM paid their prorated portion of such compensation for the year, which in the case of BAM represents the period from December 9 to December 31, 2022.
−Removed: Prior to the period, Mr.
−Removed: Flatt’s full compensation was paid by BN.
−Removed: Flatt, who served as CEO of both BAM and BN, also received, compensation paid and disclosed by BN in the year ended December 31, 2024 and December 31, 2023.
+Added: Flatt, who served as CEO of both BAM and BN, also received, compensation paid and disclosed by BN in the year ended December 31, 2025, December 31, 2024 and December 31, 2023.
Summary Compensation Table (a)
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Escrowed Shares /
−Removed: Options (e)(f)
All Other Compensation (g)
4 unchanged sentences
2023 375,000 — — 2,755,485 — 3,130,485
−Removed: Hadley Peer Marshall (c)
+Added: Hadley Peer Marshall
+Added: CFO 2025 900,000 900,000 — 2,041,209 — 3,841,209
2024 690,000 690,000 — 2,889,125 — 4,269,125
2023 675,000 675,000 — 1,136,484 — 2,486,484
+Added: Connor Teskey (c) President
2025 1,000,000 1,000,000 — 4,026,450 174,063 6,200,513
−Removed: Connor Teskey (d) President;
−Removed: CEO, Renewable Power and Transition
2024 1,000,000 1,000,000 — 5,588,250 234,598 7,822,848
2023 923,370 923,370 2,835,040 4,362,851 91,171 9,135,802
+Added: Kingston (d) Head of U.S.
2025 750,000 750,000 — 5,360,400 — 6,860,400
−Removed: Kingston CEO, Real Estate 2024 750,000 750,000 — 5,588,250 — 7,088,250
2024 750,000 750,000 — 5,588,250 — 7,088,250
2023 750,000 750,000 — 4,592,475 — 6,092,475
−Removed: CEO, Private Equity 2024 1,000,000 1,000,000 — 5,588,250 183,249 7,771,499
+Added: Cyrus Madon (e)
+Added: Executive Vice Chair
2025 375,000 — — 1,610,580 15,082 2,000,662
2024 750,000 — — 4,470,600 29,604 5,250,204
−Removed: Flatt’s compensation consists of an annual Base Salary and Escrowed Shares.
+Added: 2023 536,925 — — 3,520,898 28,796 4,086,619
+Added: Flatt and Madon’s compensation consists of an annual Base Salary and Escrowed Shares.
Each other Named Executive Officer is awarded an annual incentive which they can elect to receive in cash, DSUs or Restricted Shares.
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Such compensation consisted of a salary of $375,000 and an Escrowed Share award with a grant date fair value of $5,360,400 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11.
−Removed: This value awarded is determined by the BN Board and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 31.32%, a risk free rate of 4.36% and a dividend yield of 0.8%.
−Removed: These values have been discounted by 25% to reflect the five-year vesting.
−Removed: Peer Marshall was appointed as Chief Financial Officer effective May 31, 2024.
−Removed: Prior to May 31, 2024, the CFO role was filled by Mr.
−Removed: Bahir Manios who was appointed as Senior Advisor effective May 31, 2024.
−Removed: Manios’s compensation is as follows:
−Removed: Year Annual Base Salary ($) Annual Incentive Cash ($) Restricted Shares/DSUs ($) Escrowed Shares / Options ($) All Other Compensation ($) Total Compensation ($)
−Removed: 2024 474,500 — — — 149,847 624,347
−Removed: 474,500 474,500 — 495,528 29,363 1,473,891
−Removed: 2022 456,250 456,250 — 593,008 29,751 1,535,259
−Removed: (d) To provide for alignment with BN (as majority shareholder of BAM) consistent with that of other BAM Named Executive Officers, Mr.
+Added: This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%.
+Added: This values has been discounted by 25% to reflect the five-year vesting.
+Added: (c) To provide for alignment with BN (as majority shareholder of BAM) consistent with that of other BAM Named Executive Officers, Mr.
Teskey also received an award of BN Escrowed Shares granted by BN on February 23, 2026.
+Added: The BN Escrowed Shares have a grant date fair value of $6,700,500 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11.This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%.
+Added: This value has been discounted by 25% to reflect the five-year vesting.
+Added: (d) The 2025 Escrowed Shares amount for Mr.
+Added: Kingston reflects an award of BN Escrowed Shares granted by BN on February 23, 2026.
The BN Escrowed Shares have a grant date fair value of $5,360,400 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11.
−Removed: The value of the Escrowed Shares is determined by the BN Board and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 31.32%, a risk free rate of 4.36% and a dividend yield of 0.8%.
−Removed: These values, for the annual grants, have been discounted by 25% to reflect the five-year vesting.
−Removed: (e) The amounts for 2024 reflect grants of Escrowed Shares for all Named Executive Officers.
+Added: This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%.
+Added: This value has been discounted by 25% to reflect the five-year vesting.
+Added: Madon also received compensation paid by BN in recognition of his role as Executive Vice Chair of BN for the year ended December 31, 2025.
+Added: Such compensation consisted of a salary of $375,000 and an Escrowed Share award with a grant date fair value of $2,680,200 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11.
+Added: This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%.
+Added: This value has been discounted by 25% to reflect the five-year vesting.
+Added: (f) The amounts for 2025 reflect grants of BAM Escrowed Shares for all Named Executive Officers except for Mr.
+Added: Kingston whose amount reflects a grant of BN Escrowed Shares.
The value awarded under the Escrowed Stock Plan for annual grants is determined by the Board and considers the stock market price of the Class A Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 31.34%, a risk free rate of 3.88% and a dividend yield of 4.94%.
These values, for the annual grants, have been discounted by 25% to reflect the five-year vesting.
−Removed: (f) For additional disclosure, the following table shows the number of Escrowed Shares granted during the fiscal year 2022 pursuant to adjustments made to outstanding equity-based awards of BN (the “Arrangement Adjustments”) in connection with the 2022 Arrangement, in their capacity as employees of BN.
−Removed: Name Escrowed Shares (#) Grant Date Fair Value ($)
−Removed: Bruce Flatt 2,140,892 8,199,616
−Removed: Connor Teskey 420,107 1,609,010
−Removed: Kingston 755,864 2,894,959
−Removed: Anuj Ranjan 631,090 2,417,075
−Removed: Bahir Manios 30,538 116,961
(g) These amounts include annual retirement savings contributions and participation in the executive medical program.
These amounts also include advance payments in 2023, 2024 and 2025 made to Mr.
−Removed: Teskey under the carried interest plans for Brookfield Capital Partners IV, and to Mr.
−Removed: Ranjan under the carried interest plans for Brookfield Strategic Real Estate Partners.
+Added: Teskey under the carried interest plans for Brookfield Capital Partners IV.
Incentive Plan Awards
4 unchanged sentences
Outstanding Option and Share-Based Awards at December 31, 2025
−Removed: Name and Principal Position
−Removed: Number of Securities Underlying Unexercised Option
+Added: Name and Principal Position Number of Securities Underlying Unexercised Option
(#) Option Exercise Price
9 unchanged sentences
Connor Teskey
−Removed: CEO, Renewable Power and Transition
−Removed: 76,715 21.36 February 25, 2029 2,518,768
−Removed: 151,368 32.75 February 24, 2030 3,245,103
+Added: President 151,368 32.75 February 24, 2030 2,972,640
25,000 31.46 February 21, 2031 523,315
Total 176,368 3,495,955
−Removed: Kingston CEO, Real Estate
−Removed: 262,500 14.77 February 22, 2026 10,347,593
−Removed: 225,000 17.81 February 16, 2027 8,185,230
−Removed: 487,500 18,532,823
−Removed: CEO, Private Equity 34,125 17.81 February 16, 2027 1,241,427
−Removed: 56,250 17.81 February 16, 2027 2,046,308
−Removed: 112,500 19.50 February 25, 2028 3,902,074
+Added: Kingston Head of U.S.
225,000 17.81 February 16, 2027 7,780,230
16 unchanged sentences
Bruce Flatt 1,901,357 28,834,937 33,608,080 — — — — — 22,709,778
−Removed: Hadley Peer Marshall (d)
−Removed: — — — 576 31,196 — — — —
+Added: Hadley Peer Marshall 258,500 — — 288 15,080 7,382 — — —
Connor Teskey 1,779,657 20,697,440 10,584,041 — — — — — 122,095
Kingston 1,762,346 20,484,586 16,307,228 — — — — — 10,345,389
−Removed: Anuj Ranjan — — 40,378,754 — — — — — 18,361
+Added: Cyrus Madon 1,831,967 25,884,830 26,779,644 — — — — — 18,554,052
(a) The values do not include the most recent Escrowed Share, Restricted Share and DSU awards made to the Named Executive Officers on February 23, 2026.
(b) The value of the Escrowed Shares is equal to the value of the Class A Shares held by the Escrowed Company less the net liabilities and preferred share obligations of the Escrowed Company.
−Removed: Includes Escrowed Shares issued in connection with the Arrangement Adjustments.
−Removed: (c) Includes DSUs issued by BN, which track the value of a Class A Share, issued in connection with the Arrangement Adjustments.
+Added: (c) Includes DSUs issued by BN, which track the value of a Class A Share.
Values are calculated using the closing price of the Class A Shares on the TSX on December 31, 2025 of $52.39 (C$71.90, converted into U.S.
dollars at the Bloomberg mid-market exchange rate on that date of C$1.00 = US$0.7286) and $52.39 on the NYSE, as applicable .
−Removed: Peer Marshall was appointed as Chief Financial Officer effective May 31, 2024.
−Removed: Prior to May 31, 2024, the CFO role was filled by Mr.
−Removed: Bahir Manios who was appointed as Senior Advisor effective May 31, 2024.
−Removed: Information on Mr.
−Removed: Bahir’s Escrowed Shares, Restricted Shares and Deferred Share Units held as at December 31, 2024 are as follows:
−Removed: Escrowed Shares Share-Based Awards
−Removed: Restricted Shares (RSs)
−Removed: Deferred Share Units (DSUs)
−Removed: Number of Unvested Escrowed
−Removed: Shares Market Value of Unvested Escrowed Shares Market Value of Vested Escrowed Shares
−Removed: Market Value of Unvested
−Removed: Market Value of Vested
−Removed: DSUs Market Value
−Removed: Market Value of Vested DSUs
−Removed: (#) ($) ($) (#) ($) ($) (#) ($) ($)
−Removed: Bahir Manios — — 749,619 — — — — — 460,616
Option and Share-Based Awards Vested During 2025
Value Vested During 2025 (a)
−Removed: Named Executive Officer Options (b)
+Added: Named Executive Officer
Restricted Shares ($)
1 unchanged sentence
Bruce Flatt — — — 13,779,368
−Removed: Hadley Peer Marshall (e)
−Removed: 122,884 — 11,992 —
+Added: Hadley Peer Marshall 1,255,310 — 16,859 —
Connor Teskey 901,727 — — 7,727,144
Kingston — — — 9,336,928
−Removed: Anuj Ranjan 371,490 — — 10,837,012
+Added: Cyrus Madon — 417,437 — 12,181,398
(a) All values are calculated using the closing price of a Class A Share on the vesting date on the TSX and NYSE, as applicable, and converted into U.S.
3 unchanged sentences
(d) T he value of the Escrowed Shares is equal to the Class A Shares held by the Escrowed Company less the net liabilities and preferred share obligations of the Escrowed Company.
−Removed: Peer Marshall was appointed to Chief Financial Officer effective May 31, 2024.
−Removed: Prior to May 31, 2024, the CFO role was filled by Mr.
−Removed: Bahir Manios who was appointed to Senior Advisor effective May 31, 2024.
−Removed: Bahir’s Options and Share-Based awards that vested during 2024 are described below:
−Removed: Value Vested During 2024 (a)
−Removed: Restricted Shares ($)
−Removed: Escrowed Shares
−Removed: Bahir Manios 449,838 — — —
Security-Based Compensation Arrangements
1 unchanged sentence
2022 Management Share Option Plan
−Removed: The 2022 Management Share Option Plan (the “2022 Plan”) was approved by the BN Board on September 23, 2022 and by the holders of Class A Shares of BN at the Special Meeting of Shareholders held on November 9, 2022.
−Removed: The 2022 Plan provides for the issuance of 17,500,000 Class A Shares (representing approximately 3.95% of BAM’s issued and outstanding Class A Shares as at December 31, 2024, and 1.07% as at March 7, 2025, reflecting the increase in BAM’s issued and outstanding Class A Shares after giving effect to the 2025 Arrangement).
−Removed: Options to acquire 8,887,513 Class A Shares have been granted but not exercised, representing approximately 2.01% and 0.54%, respectively, of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025.
−Removed: 4,481,396 Class A Shares are available for future option grants, representing approximately 1.01% and 0.27%, respectively, of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025.
+Added: The 2022 Management Share Option Plan (the “2022 Plan”) was approved by the BN board of directors on September 23, 2022 and by the holders of Class A Shares of BN at the Special Meeting of Shareholders held on November 9, 2022.
+Added: The 2022 Plan provides for the issuance of 17,500,000 Class A Shares (representing approximately 1.07% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
+Added: Options to acquire 8,559,987 Class A Shares have been granted but not exercised, representing approximately 0.52% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
+Added: 3,520,804 Class A Shares are available for future option grants, representing approximately 0.21% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
2022 Non-Qualified Management Share Option Plan
The 2022 Non-Qualified Management Share Option Plan (the “2022 Non-Qualified Plan”) was approved by the BN Board on September 23, 2022 and by the holders of Class A Shares of BN at the Special Meeting of Shareholder held on November 9, 2022.
−Removed: The 2022 Non-Qualified Plan provides for the issuance of 12,500,000 Class A Shares (representing approximately 2.82% and 0.76% of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025, respectively.
−Removed: As at December 31, 2024, 3,444,066 Class A Shares were issuable pursuant to options granted under the 2022 Non-Qualified Plan, representing approximately 0.78% and 0.21% of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025, respectively.
−Removed: As at December 31, 2024, 9,038,169 Class A Shares remained available for future option grants, representing 2.04% and 0.55% of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025, respectively.
+Added: The 2022 Non-Qualified Plan provides for the issuance of 12,500,000 Class A Shares (representing approximately 0.76% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
+Added: As at December 31, 2025, 960,561 Class A Shares were issuable pursuant to options granted under the 2022 Non-Qualified Plan, representing approximately 0.06% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
+Added: As at December 31, 2025, 11,440,343 Class A Shares remained available for future option grants, representing 0.70% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
General Terms of Option Plans
1 unchanged sentence
If options are approved during a restricted trading period, the effective grant date may not be less than six business days after the restricted trading period ends.
−Removed: The following is a summary of the other key provisions of the 2022 Management Share Option Plan and 2022 Non-Qualified Management Share Option Plan (collectively, the “Option Plans”).
+Added: The following is a summary of the other key provisions of the Option Plans.
Employees, officers and consultants of BAM and its affiliates and others designated by the Board are eligible to participate in the Option Plans.
2 unchanged sentences
and no more than 5% of the issued and outstanding shares may be issued under these arrangements to any one person.
−Removed: The Board determines the vesting period for each option grant, which is normally 20% per year over five years commencing the first year after
+Added: The Board determines the vesting period for each option grant, which is normally 20% per year over five years commencing the first year after the grant.
The Board also sets the expiry period for each option grant, which may not exceed 10 years, except where the expiry date falls during or shortly after a restricted trading period, in which case the expiry date is 10 days after the restricted trading period ends.
25 unchanged sentences
BAM has established a number of policies related to its long-term share ownership plans, including option exercise hold periods, to reinforce the importance of equity ownership by its senior executives over the longer term.
−Removed: See also “Key Policies and Practices to Support Alignment” beginning on page 217 of this report.
+Added: See also “Key Policies and Practices to Support Alignment” on page 154 of this report.
The Escrowed Stock Plan
−Removed: The Escrowed Stock Plan was approved by the BN Board on September 23, 2022 and by holders of Class A Shares of BN at the Special Meeting of Shareholders held on November 9, 2022.
−Removed: The Escrowed Stock Plan governs the award of Escrowed Shares of one
−Removed: or more Escrowed Company to executives or other individuals designated by the Board.
−Removed: Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM and BN in exchange for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds.
−Removed: Each Escrowed Company may use its cash resources to directly or indirectly purchase Class A Shares in the open market.
+Added: The Escrowed Stock Plan was approved by the BN board of directors on September 23, 2022 and by holders of Class A Shares of BN at the Special Meeting of Shareholders held on November 9, 2022.
+Added: The Escrowed Stock Plan governs the award of Escrowed Shares of one or more Escrowed Company to executives or other individuals designated by the Board.
+Added: Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM or BN in exchange for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds.
+Added: Each Escrowed Company may use its cash resources to directly or indirectly purchase Class A Shares in the open market or, subject to obtaining exemptive relief (if applicable), in private purchases.
Participants are either awarded Escrowed Shares or provided an election to contribute Class A Shares or previously awarded Escrowed Shares as consideration for the Escrowed Shares.
−Removed: Dividends paid to each Escrowed Company on the shares of Brookfield Asset Management ULC or the Class A Shares acquired by the Escrowed Company will be used to pay dividends on the preferred shares which are held by BAM and BN.
+Added: Dividends paid to each Escrowed Company on the shares of Brookfield Asset Management ULC or the Class A Shares acquired by the Escrowed Company will be used to pay dividends on the preferred shares which are held by BAM or BN.
If a participant elects to contribute Class A Shares as consideration, dividends paid to the Escrowed Company on the contributed Class A Shares will be paid on the common shares held by the participants.
3 unchanged sentences
Participants are not permitted to exchange Escrowed Shares during a restricted trading period, except with the consent of the Board.
−Removed: Once all participants of an Escrowed Company have elected to exchange their Escrowed Shares, the Escrowed Company will be wound up or merged and BAM will (i) cancel at least that number of Class A Shares that is equivalent to the number of Class A Shares that have been issued to holders of the Escrowed Shares of the Escrowed Company on exchanges and/or (ii) increase its interest in BAM ULC by a proportionate amount, such that the economic dilutive effect of the issuance of Class A Shares is wholly offset.
−Removed: A maximum of 11,000,000 Class A Shares may be issued under the Escrowed Stock Plan, representing 2.48% and 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025, respectively, reflecting the increase in BAM’s issued and outstanding Class A Shares after giving effect to the 2025 Arrangement.
+Added: Once all participants of an Escrowed Company have elected to exchange their Escrowed Shares, the Escrowed Company will be wound up or merged and BAM will cancel at least that number of Class A Shares that is equivalent to the number of Class A
+Added: Shares that have been issued to holders of the Escrowed Shares of the Escrowed Company on exchanges such that the dilutive effect of the issuance of Class A Shares is wholly offset.
+Added: A maximum of 11,000,000 Class A Shares may be issued under the Escrowed Stock Plan, representing approximately 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
When Class A Shares are issued in exchange for Escrowed Shares, the number of Class A Shares remaining for future issuance under the Escrowed Stock Plan will be reduced.
−Removed: On the wind-up or merger of an Escrowed Company, the number of Class A Shares held by one or more Escrowed Companies are cancelled in respect of Class A Shares issued by BAM in exchange for Escrowed Shares and are added back to the number of Class A Shares available for future issuance.
−Removed: The combined effect on wind-up or merger of an Escrowed Company is that the economic effect of the Class A Share issuance is wholly offset.
−Removed: 112,228 Class A Shares have been issued (representing 0.03% and 0.01% of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025, respectively) and 22,738 Class A Shares have been cancelled under the Escrowed Stock Plan.
−Removed: As at December 31, 2024, 10,910,510 Class A Shares are available for future issuance, representing approximately 2.46% and 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2024 and March 7, 2025, respectively.
+Added: On the wind-up or merger of an Escrowed Company, the number of Class A Shares held by one or more Escrowed Companies that are cancelled in respect of Class A Shares issued by BAM in exchange for Escrowed Shares are added back to the number of Class A Shares available for future issuance.
+Added: The combined effect on wind-up or merger of an Escrowed Company is that the dilutive effect of the Class A Share issuance is wholly offset.
+Added: 186,136 Class A Shares have been issued (representing approximately 0.01% of BAM’s issued and outstanding Class A Shares as at December 31, 2025) and 110,038 Class A Shares have been cancelled under the Escrowed Stock Plan.
+Added: As at December 31, 2025, 10,923,902 Class A Shares are available for future issuance, representing approximately 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.
Eligibility for participation in the Escrowed Stock Plan is restricted to designated executives of BAM and its affiliates or any other persons designated by the Board.
6 unchanged sentences
No incremental entitlements are triggered by a change in control of BAM under the Escrowed Stock Plan.
−Removed: The number of Escrowed Shares granted under the Escrowed Stock Plan annually, expressed as a percentage of the weighted average number of Class A Shares outstanding in the year, was nil in 2022, 0.15% in 2023, and 0.29% in 2024 .
+Added: The number of Escrowed Shares granted under the Escrowed Stock Plan annually, expressed as a percentage of the weighted average number of Class A Shares outstanding in the year, was 0.15% in 2023, 0.29% in 2024, and 0% in 2025 .
See also “Dilution of Class A Shares” on page 165 of this report for information on the rate of Class A Share issuances under the Escrowed Stock Plan.
2 unchanged sentences
The Escrowed Stock Plan contains an amending provision setting out the types of amendments which can be approved by the Board without shareholder approval and those which require shareholder approval.
−Removed: Shareholder approval is required for any amendment that increases the number of Class A Shares issuable under the Escrowed Stock Plan, expands insider participation, expands participation
−Removed: to include non-employee directors of BAM, any amendment to the amendment provisions or other amendments required by law to be approved by shareholders.
+Added: Shareholder approval is required for any amendment that increases the number of Class A Shares issuable under the Escrowed Stock Plan, expands insider participation, expands participation to include non-employee directors of BAM, any amendment to the amendment provisions or other amendments required by law to be approved by shareholders.
Shareholder approval is not required for any amendment to the Escrowed Stock Plan that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to qualify for favorable tax treatment, that is to vesting provisions, that is to the termination or early termination provisions (provided that the amendment does not entail an extension beyond the tenth anniversary of the award date for any particular Escrowed Company), and to suspend or terminate the Escrowed Stock Plan.
7 unchanged sentences
(b) Reflects the number of Class A Shares to be issued upon exchange of the in-the-money Escrowed Shares, less the number of Class A Shares cancelled under the Escrowed Stock Plan during the applicable year.
−Removed: Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be economically non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are wound up or merged.
+Added: Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are wound up or merged.
Grants Issued as a Percentage of Shares Outstanding
−Removed: The following table shows the number of Class A Shares issuable under awards granted under each of the Option Plans and the Escrowed Stock Plan as a percentage of the average Class A Shares outstanding (the “rate of grants issued”) in 2024.
+Added: The following table shows the number of Class A Shares issuable under awards granted under each of the Option Plans and the Escrowed Stock Plan as a percentage of the average Class A Shares outstanding (the “rate of grants issued”) in the applicable year.
The rate of grants issued is defined as the number of Class A Shares issuable under awards granted in a fiscal year, divided by the basic weighted average number of Class A Shares outstanding in that year.
12 unchanged sentences
(b) Includes Class A Shares issuable on exchange as of each fiscal year end for information purposes.
−Removed: Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be economically non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are wound up or merged.
+Added: Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are wound up or merged.
Securities Authorized for Issue Under Incentive Plans
33 unchanged sentences
In 2025, the directors, excluding Messrs.
−Removed: Carney, Flatt, Kingston, Madon and Pollock, collectively received annual director compensation having a total value of $1,899,344, excluding all other compensation unrelated to Board membership.
+Added: Flatt, Kingston, Madon, Blattman and Powell, collectively received annual director compensation having a total value of $1,885,104, excluding all other compensation unrelated to Board membership.
Directors’ compensation was comprised of cash and other compensation of $597,731 and DSUs of BAM valued at $1,287,373, which represented approximately 32% and 68%, res pectively, of total compensation paid to these directors during 2025.
2 unchanged sentences
The following table sets out compensation received during 2025 by BAM’s directors (a) :
−Removed: Name Board Position Fees Earned
+Added: Board Position Fees Earned
($) Share-Based
2 unchanged sentences
($) Compensation
+Added: Braly — 217,708 — — 217,708
Coutu Lead Independent Director and Audit Committee Chair — 300,000 — — 300,000
+Added: Scott Cutler 99,375 104,896 — — 204,271
Olivia (Liv) Garfield Chair of the GNCC — 280,000 — — 280,000
1 unchanged sentence
Keith Johnson — 265,000 — — 265,000
−Removed: Allison Kirkby 183,425 91,575 — — 275,000
+Added: Allison Kirkby (d)
+Added: 45,856 22,894 — 190,000 258,750
Diana Noble 132,500 132,500 — — 265,000
−Removed: Satish Rai — 250,000 — — 250,000
+Added: — 52,083 — — 52,083
Total 407,731 1,287,373 — 190,000 1,885,104
−Removed: Carney, Flatt, Kingston, Madon and Pollock did not receive any compensation in their capacity as directors of BAM.
−Removed: Flatt and Kingston’s compensation as Named Executive Officers (as defined in this report), see page 222 of this report.
−Removed: Carney, Madon and Pollock received compensation in their capacity as employees of BAM.
−Removed: In total, the amounts paid to these three employees were $4,000,000 in base salaries, $3,500,000 in cash bonuses and $67,439 in annual retirement savings contributions and participation in the executive medical program in 2024.
−Removed: Madon and Pollock also received a total of $8,941,200 in Escrowed Shares in 2024.
+Added: Flatt, Kingston, Madon, Blattman and Powell did not receive any compensation in their capacity as directors of BAM.
+Added: Flatt, Kingston and Madon’s compensation as Named Executive Officers (as defined in this report), see page 159 of this report.
+Added: Powell and Blattman received compensation in their capacity as employees of BAM.
+Added: In total, the amounts paid to these two employees was $1,485,000 in base salaries, $750,000 in cash bonuses and $77,735 in annual retirement savings contributions and participation in the executive medical program in 2025.
+Added: Powell and Blattman also received a total of $3,413,228 in Restricted Shares or Escrowed Shares in 2025.
(b) The value of each DSU is equal to the closing price of a Class A Share on the NYSE on the grant date of the DSU.
(c) Includes annual travel stipend to eligible directors of $15,000.
+Added: (d) “All Other Compensation” includes amounts paid to Ms.
+Added: Kirkby in her capacity as Senior Advisor to Brookfield’s Infrastructure business.
Directors are also reimbursed for travel and other out-of-pocket expenses incurred to attend Board or Committee meetings.
During 2025, the directors, excluding Messrs.
−Removed: Carney, Flatt, Kingston, Madon and Pollock, received an aggregate of $375,491 for reimbursement of such expenses.
+Added: Flatt, Kingston, Madon, Blattman and Powell, received an aggregate of $355,923 for reimbursement of such expenses.
The following tables set out information relating to options and other share-based awards granted to directors, excluding Messrs.
−Removed: Flatt and Kingston, whose awards relate to their roles as employees of BAM and is disclosed under “Compensation of Named Executive Officers” beginning on page 222 of this report.
+Added: Flatt, Kingston and Madon, whose awards relate to their roles as employees of BAM and is disclosed under “Compensation of Named Executive Officers” beginning on page 159 of this report.
Outstanding Share-Based Awards as at December 31, 2025 (Named Executive Officer directors excluded)
2 unchanged sentences
Deferred Share Units (DSUs)
−Removed: Name Number of Vested DSUs (#)
+Added: Number of Vested DSUs (#)
Market Value of Vested DSUs ($) (a)
−Removed: Mark Carney (b)
+Added: Angela Braly 18,652 977,203
Coutu 52,442 2,747,459
+Added: Scott Cutler 1,944 101,863
Olivia (Liv) Garfield 21,470 1,124,809
1 unchanged sentence
Keith Johnson 20,811 1,090,273
−Removed: Allison Kirkby
−Removed: 4,558 246,989
−Removed: Cyrus Madon (b)
−Removed: 56,083 3,039,142
Diana Noble 8,643 452,811
−Removed: 20,639 1,118,419
−Removed: 11,258 610,045
+Added: William Powell 13,647 714,954
(a) The market value is based on the closing price of a Class A Share on the TSX on December 31, 2025 of $52.39 (C$71.90 converted into U.S.
dollars at the Bloomberg mid-market exchange rate on that date of C$1.00 = US$0.7286) and $52.39 on the NYSE as applicable.
−Removed: Madon and Pollock’s DSUs were issued in their capacity as an employee of BAM.
−Removed: Carney did not receive any DSUs in his capacity as an employee or director of BAM.
Outstanding Escrowed Shares as at December 31, 2025 (Named Executive Officer directors excluded)
3 unchanged sentences
(#)(a) Market Value as at December 31, 2025
−Removed: Cyrus Madon 741,967 17,582,289
−Removed: Pollock 731,257 17,319,400
−Removed: Madon has 1,975,450 unvested Escrowed Shares and Mr.
−Removed: Pollock has 1,959,386 unvested Escrowed Shares outstanding.
+Added: Barry Blattman 313,179 7,123,914
+Added: Blattman has 10,567 unvested Escrowed Shares outstanding.
(b) The value of the Escrowed Shares is equal to the value of the Class A Shares held by the Escrowed Company less the net liabilities and preferred share obligations of the Escrowed Company.
5 unchanged sentences
at December 31, 2025 (b)
−Removed: Mark Carney (a)
+Added: William Powell (a)
31,125 32.75 February 24, 2030 611,248
29,043 31.46 February 21, 2031 607,946
+Added: 19,850 41.24 February 17, 2032 221,316
+Added: 174,400 35.13 February 15, 2033 3,010,406
Total 254,418 4,450,916
−Removed: Carney’s Options were granted in his capacity as an employee of BAM.
+Added: Powell’s options were granted in his capacity as an employee of BAM.
(b) The market value of the options is the amount by which the closing price of the Class A Shares on December 31, 2025 exceeded the exercise price of the options.
All values are calculated usi ng the closing price of the Class A Shares on December 31, 2025 on the TSX and NYSE, as applicable.
−Removed: The closing price of the Class A
−Removed: Shares on the TSX on December 31, 2024 was $54.21 (C$77.96 converted into U.S.
+Added: The closing price of the Class A Shares on the TSX on December 31, 2025 was $52.39 (C$71.90 converted into U.S.
dollars at the Bloomberg mid-market exchange rate on that date of C$1.00 = US$ 0.7286 ) and on the NYSE was $52.39.
6 unchanged sentences
All independent directors are required to receive at least 33.3% of their Annual Retainer in DSUs (see “Long-Term Share Ownership Plans” on pages 152 to 154 of this report).
−Removed: Subject to these requirements, all non-management directors have the option of electing to receive their Annual Retainer in DSUs or cash.
+Added: Subject to these requirements, all non-management directors have the option to receive their Annual Retainer in DSUs or cash.
Anti-Hedging Policy
8 unchanged sentences
All of the Class B Shares are held by the BAM Partnership.
−Removed: The table below sets forth information regarding the beneficial ownership of our Class A Shares as at March 7, 2025 by:
+Added: The table below sets forth information regarding the beneficial ownership of our Class A Shares as at February 23, 2026 by:
• each person known to us to beneficially own 5% of Class A Shares based on our review of filings with the SEC;
1 unchanged sentence
• all of our directors and executive officers as a group.
−Removed: The percentage of beneficial ownership is based on 1,637,295,707 Class A Shares issued and outstanding as at March 7, 2025.
−Removed: The amounts and percentage of Class A Shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.
+Added: The percentage of beneficial ownership is based on 1,638,147,590 Class A Shares issued and outstanding as at February 23, 2026.
+Added: The amounts and percentage of Class A Shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities.
Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power”, which includes the power to vote or to direct the voting of such security, or “investment power”, which includes the power to dispose of or to direct the disposition of such security.
3 unchanged sentences
5% Stockholders
−Removed: Brookfield Corporation 1,193,021,145 72.9
+Added: Brookfield Corporation (c)
+Added: 1,193,021,145 73 %
Directors and Named Executive Officers
−Removed: Barry Blattman (c)
+Added: Barry Blattman (d)
Coutu 36,777 *
Scott Cutler — *
−Removed: Bruce Flatt (d)
+Added: Bruce Flatt (e)
Olivia (Liv) Garfield — *
1 unchanged sentence
Keith Johnson — *
−Removed: Cyrus Madon (f)
+Added: Bruce Karsh — *
+Added: Cyrus Madon (g)
Diana Noble — *
+Added: Connor Teskey (h)
Hadley Peer Marshall 512,550 *
−Removed: William Powell (g)
−Removed: Anuj Ranjan 2,741,348 *
−Removed: Connor Teskey 2,617,610 *
+Added: David Levi 164,705 *
Current directors and named executive officers as a group 28,059,786 1.8
−Removed: _______________
* Less than one percent.
1 unchanged sentence
The address of Messrs.
−Removed: Blattman, Coutu, Cutler, Flatt, Johnson, Kingston, Madon and Powell and Mses.
−Removed: Braly, Gilbert and Peer Marshall is Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY, 10281-0221.
+Added: Blattman, Coutu, Cutler, Flatt, Johnson, Karsh, Kingston and Madon and Mses.
+Added: Braly, Gilbert and Peer Marshall is Brookfield, 225 Liberty Street, 8th Floor, New York, NY, 10281-1048.
The address of Mr.
2 unchanged sentences
(b) The figures in this column include (i) the individual’s Class A Shares, held directly and indirectly, including under the Restricted Stock Plan;
−Removed: (ii) the individual’s pro rata interests in Class A Shares held by PVI (on a consolidated basis);
+Added: (ii) the individual’s pro rata interests in Class A Shares held by Partners Value Investments L.P.
+Added: (on a consolidated basis);
and (iii) the individual’s Escrowed Shares, which also represent an indirect pro rata interest in Class A Shares.
The value of these indirect pro rata interests is impacted by a number of factors, including the terms of their ownership, the capital structure of each company, the value of the Class A Shares held by each company and their net liabilities and preferred share obligations.
−Removed: Blattman holds 1,022,579 Class A Shares directly and indirectly as of the date of this report, which excludes his pro rata interests held in Class A Shares through PVI.
+Added: (c) Brookfield Corporation owns or controls approximately 73% of BAM, which includes approximately 4% held by subsidiaries of BWS.
+Added: Blattman holds 681,792 Class A Shares directly and indirectly as of the date of this report, which excludes his pro rata interests held in Class A Shares referenced above in clause (ii) of (b).
Flatt holds 1,706,843 Class A Shares directly and indirectly as of the date of this report, which excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (b).
1 unchanged sentence
Madon holds 1,396,948 Class A Shares directly and indirectly as of the date of this report, which excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (b).
−Removed: Powell holds 10,807 Class A Shares directly and indirectly as of the date of this report, which excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (b).
+Added: Teskey holds 178,816 Class A Shares directly and indirectly as of the date of this report, which excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (b).
Securities Authorized for Issuance Under Equity Compensation Plans
23 unchanged sentences
The base management fee is earned by the Service Providers and the parties agree that these agreements cannot be terminated without BN's consent.
−Removed: From a management perspective, Bruce Flatt, BN's CEO, is also the CEO of BAM and allocates his time between the two companies.
In addition to other senior management personnel of BAM or the Asset Management Company, the CEO of BAM and BAM's business group CEOs, who are currently Messrs.
−Removed: Kingston, Ranjan, Pollock and Teskey, serve on the investment committees suitable to their business group.
+Added: Baron, Ranjan, Pollock and Teskey, serve on the investment committees suitable to their business group.
Additionally, BN's CEO and another senior management nominee from BN serve on the investment committees for each of our strategies.
4 unchanged sentences
In addition, the parties implement secondment and other initiatives among them, their subsidiaries and their portfolio companies that are designed to develop employees and allocate resources effectively, all on terms consistent with protocols and past practice.
−Removed: Customary office sharing arrangements have been entered into among BN, BAM and other affiliates with our asset management
−Removed: business to share physical office space, in line with BN's existing affiliate transaction protocols and subject to agreement on corporate cost allocation.
−Removed: For so long as BAM is required to provide financial information related to our asset management business to its shareholders, BAM's Audit Committee has the right to engage directly with the external and internal auditors of our asset management business and to be involved in the preparation of quarterly and annual financial statements and management’s discussion and analysis for the Asset Management Company.
+Added: Customary office sharing arrangements have been entered into among BN, BAM and other affiliates with our asset management business to share physical office space, in line with BN's existing affiliate transaction protocols and subject to agreement on corporate
+Added: cost allocation.
Each of BN and BAM also has the right to request access to information, in its capacity as a shareholder, including to present to its board of directors or board committees or for the preparation of its financial statements.
23 unchanged sentences
The services provided to our asset management business by these individuals include investment, asset management services, fundraising, investor relations services and other services.
−Removed: The Asset Management Company pays BAM for the services of these individuals on a cost recovery basis
−Removed: such that neither party receives financial gain nor suffers financial loss.
−Removed: Other than Mr.
−Removed: Flatt, BAM’s employees/executives spend all their time discharging their duties as officers and employees of BAM and towards responsibilities related to our asset management business, in accordance with the Asset Management Services Agreement.
+Added: The Asset Management Company pays BAM for the services of these individuals on a cost recovery basis such that neither party receives financial gain nor suffers financial loss.
+Added: BAM’s employees/executives spend all their time discharging their duties as officers and employees of BAM and towards responsibilities related to our asset management business, in accordance
+Added: with the Asset Management Services Agreement.
BAM awards options or other long-term incentive awards to its employees.
1 unchanged sentence
Our asset management business compensates BAM for the costs associated with these awards.
−Removed: Transitional Services Agreement
−Removed: BN, BAM and the Asset Management Company have entered into an agreement (the “Transitional Services Agreement”) in which (i) our asset management business agrees to provide BN and BAM, on a transitional basis, certain services to support day-to-day corporate activities (including services relating to finance, treasury, accounting, legal and regulatory, marketing, communications, human resource, internal audit and information technology) and (ii) BN provides, on a transitional basis, certain services to BAM and the Asset Management Company to facilitate the orderly transition of our asset management business (the services, collectively, being “Transitional Services”).
−Removed: The Transitional Services are provided, at cost, for a period of three years after the effective date of the 2022 Arrangement, unless extended by mutual agreement.
−Removed: Our asset management business also provides to BN, as requested from time to time and on a cost recovery basis, services of its investment personnel to assist in acquisitions or other transactions undertaken by BN.
+Added: Services Agreement
+Added: BN, BAM and the Asset Management Company have entered into an agreement (the “Services Agreement”) in which the parties agree to provide certain services to support day-to-day corporate activities (including services relating to finance, treasury, accounting, legal and regulatory, marketing, communications, human resource, internal audit and information technology) and (ii) upon the request of BN, making the services of BAM investment personnel available for purposes of assisting on acquisitions, investments and other transactions (collectively, the “Services”).
+Added: The Services are provided, at cost, and shall continue until terminated by written agreement by each of BN, BAM and the Asset Management Company.
Trust Agreement
6 unchanged sentences
Additionally, the BAM Partnership agrees to prevent any person or company from carrying out a direct or indirect sale of Class B Shares in contravention of the Trust Agreement.
−Removed: BAM-Asset Management Company Credit Facility
−Removed: BAM entered into a credit agreement with the Asset Management Company pursuant to which the Asset Management Company is providing a five-year revolving $500 million credit facility to BAM (the “BAM Credit Facility”).
−Removed: The BAM Credit Facility is available in U.S.
−Removed: and Canadian dollars, where U.S.
−Removed: dollar borrowings are subject to the U.S.
−Removed: Base Rate or SOFR plus a margin of 165 basis points, and Canadian Dollar borrowings are subject to the Canadian Prime Rate or Canadian Overnight Repo Rate Average (“CORRA”) plus a margin of 165 basis points.
−Removed: In addition, the BAM Credit Facility contemplates deposit arrangements pursuant to which BAM would, with the consent of the Asset Management Company, deposit funds on a demand basis to the borrower’s account at a reduced rate of interest.
−Removed: There were approximately $4 million in net draws on the BAM Credit Facility during the 12-months ended December 31, 2024.
−Removed: Since the BAM Credit Facility was entered into, the largest amount outstanding was $259 million.
−Removed: As at December 31, 2024, approximately $219 million was outstanding under the BAM Credit Facility.
Asset Management Company-BN Credit Facility
8 unchanged sentences
External Credit Facility
−Removed: The Asset Management Company established a $750 million five-year revolving credit facility on August 29, 2024 through bilateral agreements with a group of lenders.
+Added: BAM established a $750 million five-year revolving credit facility on August 29, 2024 through bilateral agreements with a group of lenders.
The facility is available in U.S.
2 unchanged sentences
Base Rate or SOFR plus a margin of 110 basis points, while Canadian dollar draws are subject to the Canadian Prime Rate or CORRA plus a margin of 110 basis points.
−Removed: As at December 31, 2024, the Company has not made any draws on the $750 million facility.
+Added: In August and September 2025, BAM increased its revolving credit facility by $300 million to $1.05 billion.
+Added: As at December 31, 2025, the Company had fully repaid this $1.05 billion facility.
Deposit Arrangement
−Removed: Our asset management business has $404 million of cash available to fund future growth opportunities, of which, as at December 21, 2024, $132 million is on deposit with BN until it is deployed by our asset management business.
+Added: Our asset management business has $1.6 billion of cash available to fund future growth opportunities, of which, as at December 21, 2025, $1.1 billion is on deposit with BN until it is deployed by our asset management business.
Tax Matters Agreement
−Removed: In connection with the 2022 Arrangement, BN, BAM and the Asset Management Company entered into the tax matters agreement (the “Tax Matters Agreement”) that governs each parties’ respective rights, responsibilities and obligations with respect to allocation of tax liabilities, the preparation and filing of tax returns, the payment of taxes, the control of tax contests, and certain other matters regarding taxes.
+Added: In connection with the 2022 Arrangement, BN, BAM and the Asset Management Company entered into the tax matters agreement (the “Tax Matters Agreement”) that governs each party’s respective rights, responsibilities and obligations with respect to allocation of tax liabilities, the preparation and filing of tax returns, the payment of taxes, the control of tax contests, and certain other matters regarding taxes.
The Tax Matters Agreement contains certain customary covenants with respect to the filing of tax returns, payment of taxes, cooperation, assistance, document retention and certain other administration and procedural matters regarding taxes.
In general, the Tax Matters Agreement provides that the party that is responsible for filing and making any tax payments under applicable law generally shall be the party primarily responsible for preparing and filing such tax returns.
−Removed: The Tax Matters Agreement also assigns responsibilities for administrative tax matters, such retention of records and the control and conduct of tax audits, examinations or other similar proceedings.
+Added: The Tax Matters Agreement also assigns
+Added: responsibilities for administrative tax matters, such retention of records and the control and conduct of tax audits, examinations or other similar proceedings.
The party responsible for preparing and filing a given tax return generally has authority to control tax contests related to any such tax return, subject to certain notice, assistance and cooperation provisions to the extent the resolution of such tax contest has the potential of impacting another party’s tax liability.
10 unchanged sentences
Other than under this limited license, BAM does not have a legal right to the “Brookfield” name or the “Brookfield” logo.
−Removed: Our asset management business is also entitled to use the “Brookfield” name and the “Brookfield” logo under a similar license.
BN may terminate the Trademark Sublicense Agreement upon 30 days’ prior written notice of termination if any of the following occurs:
6 unchanged sentences
On October 31, 2024, BAM and BN entered into an arrangement agreement (the “Arrangement Agreement”) to provide for the terms of the 2025 Arrangement and certain customary covenants.
+Added: The 2025 Arrangement was completed on February 4, 2025.
Covenants Regarding the Arrangement
−Removed: The Arrangement Agreement contains certain customary covenants of the parties that they will, subject to the terms of the Arrangement Agreement, (i) use their respective commercially reasonable efforts to implement the 2025 Arrangement, (ii) cooperate with and assist each other in dealing with transitional and other matters relating to or arising from the 2025 Arrangement or the Arrangement Agreement, and (iii) satisfy the conditions precedent to the completion of the 2025 Arrangement.
−Removed: BAM has also agreed to conduct its business in the ordinary course, consistent with past practice, from the date of the Arrangement Agreement until the 2025 Arrangement is completed.
−Removed: Completion of the 2025 Arrangement is subject to certain customary conditions precedent, including:
−Removed: (i) approval of the resolution approving the 2025 Arrangement by the shareholders of BAM;
−Removed: (ii) granting of exemptive relief or the approval of the Arrangement by shareholders of BN;
−Removed: (iii) obtaining the Interim Order and the Final Order;
−Removed: (iv) NYSE and TSX approval of the additional listing of the Class A Shares to be issued to BN under the 2025 Arrangement;
−Removed: and (v) there having not occurred a material adverse effect in respect of the Asset Management Company.
−Removed: On November 11, 2024, the TSX provided its conditional approval of the issuance of Class A Shares to BN pursuant to the 2025 Arrangement.
−Removed: The conditions precedent in the Arrangement Agreement for each of BAM and BN may be waived, in whole or in part, in BAM’s or BN’s respective sole discretion.
−Removed: Certain conditions precedent to the completion of the 2025 Arrangement in the Arrangement Agreement will be deemed to be satisfied, waived or released upon on the 2025 Plan of Arrangement becoming effective.
−Removed: The Arrangement Agreement provides that, subject to the provisions of the interim order from the Supreme Court of British Columbia in respect of the 2025 Arrangement, the 2025 Plan of Arrangement and applicable law, at any time and from time to time before the Effective Time of the 2025 Arrangement, the Arrangement Agreement and the 2025 Plan of Arrangement may be amended, modified or supplemented by written agreement of BAM and BN, without further notice to or authorization on the part of the shareholders of BAM.
−Removed: The Arrangement Agreement may be terminated at any time before the implementation of the 2025 Arrangement (i) by mutual written agreement of BAM and BN;
−Removed: or (ii) by either BAM or BN if the implementation of the 2025 Arrangement has not occurred by March 31, 2025.
+Added: The Arrangement Agreement contains certain customary covenants of the parties that they will, subject to the terms of the Arrangement Agreement, cooperate with and assist each other in dealing with transitional and other matters relating to or arising from the 2025 Arrangement or the Arrangement Agreement.
Director Independence
25 unchanged sentences
Financial Statement Schedules:
−Removed: The (i) audited consolidated and combined financial statements of Brookfield Asset Management ULC and its subsidiaries are included in Item 8 and Exhibit 99.1 of this Annual Report and (ii) audited combined and consolidated financial statements of Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree AIF Investments, L.P., Oaktree Capital Management (Cayman), L.P., and Oaktree Investment Holdings, L.P., and their consolidated subsidiaries are included in Item 8 and Exhibit 99.2 of this Annual Report, in each case pursuant to Rule 3-09 of Regulation S-X.
+Added: The (i) audited consolidated financial statements of Brookfield Asset Management Ltd.
+Added: and its subsidiaries are included in Item 8 of this Annual Report and (ii) audited combined and consolidated financial statements of Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree AIF Investments, L.P., Oaktree Capital Management (Cayman), L.P., and Oaktree Investment Holdings, L.P., and their consolidated subsidiaries are included in Exhibit 99.1 of this Annual Report, in each case pursuant to Rule 3-09 of Regulation S-X.
Other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and therefore have been omitted.
1 unchanged sentence
Exhibit Number Exhibit Description
−Removed: 2.1 Arrangement Agreement between Brookfield Asset Management Ltd.
−Removed: and Brookfield Corporation dated October 31, 2024 (incorporated by reference to Exhibit 99.2 of BAM's 6-K filed with the SEC on November 1, 2024).
3.1 Articles of Brookfield Asset Management Ltd.
(incorporated by reference to Exhibit 3.1 of BAM’s Form 6-K filed with the SEC on February 5, 2025).
−Removed: 4.1* Description of Securities.
+Added: 4.1 Description of Securities (incorporated by reference to Exhibit 4.1 of BAM’s Form 10-K filed with the SEC on March 17, 2025).
+Added: 4.2 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 BAM’s Form 8-K filed with the SEC on April 24, 2025).
+Added: 4.3 First Supplemental 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 4.2 of BAM’s Form 8-K filed with the SEC on April 24, 2025).
+Added: 4.4 Second Supplemental Indenture dated as of September 9, 2025, among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.2 of BAM’s Form 8-K filed with the SEC on September 9, 2025).
+Added: 4.5 Third 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 4.2 of BAM’s Form 8-K filed with the SEC on November 18, 2025).
+Added: 4.6 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 BAM’s Form 8-K filed with the SEC on November 18, 2025).
10.1 Relationship Agreement dated November 8, 2022 among Brookfield Asset Management Inc., Brookfield Asset Management Ltd.
and Brookfield Asset Management ULC (incorporated by reference to Exhibit 10.1 of BAM’s Form F-1/A filed with the SEC on November 9, 2022).
−Removed: 10.2 Amended and Restated Relationship Agreement dated May 5, 2023, by and among Brookfield Renewable Partners L.P., Brookfield Renewable Energy L.P., the Service Providers, Brookfield Corporation, and others.
−Removed: 10.3 Amended and Restated Relationship Agreement dated March 28, 2014, by and among Brookfield Corporation, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others.
−Removed: 10.4 Amended and Restated Relationship Agreement dated January 23, 2024, by and among Brookfield Business Partners L.P., Brookfield Corporation and others.
+Added: 10.2 Amended and Restated Relationship Agreement dated May 5, 2023 by and among Brookfield Renewable Partners L.P., Brookfield Renewable Energy L.P., the Service Providers, Brookfield Corporation, and others (incorporated by reference to Exhibit 99.3 of Brookfield Renewable Partners L.P.’s Form 6-K filed with the SEC on June 2, 2023) .
+Added: 10.3 Amended and Restated Relationship Agreement dated March 28, 2014, by and among Brookfield Corporation, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others (incorporated by reference to Exhibit 4.3 of Brookfield Infrastructure Partners L.P.’s Form 20-F filed with the SEC on March 28, 2014) .
+Added: 10.4 Amended and Restated Relationship Agreement dated January 23, 2024, by and among Brookfield Business Partners L.P., Brookfield Corporation and others (incorporated by reference to Exhibit 4.1 of Brookfield Business Partners L.P.’s Form 20-F filed with the SEC on March 1, 2024) .
10.5 Master Services Agreement dated June 1, 2016 among Brookfield Asset Management Inc., Brookfield Business Partners L.P., Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP US Holdings LLC, Brookfield BBP Bermuda Holdings Limited, Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P., Brookfield Canadian Business Advisor L.P., Brookfield BBP Canadian GP L.P., Brookfield Asset Management (Barbados) Inc.
−Removed: and Brookfield Global Business Advisor Limited.
+Added: and Brookfield Global Business Advisor Limited (incorporated by reference to Exhibit 99.3 of Brookfield Business Partners L.P.’s Form 6-K filed with the SEC on June 22, 2016).
10.6 Asset Management Services Agreement dated November 8, 2022 between Brookfield Asset Management Ltd.
and Brookfield Asset Management ULC (incorporated by reference to Exhibit 10.3 of BAM’s Form F-1/A filed with the SEC on November 9, 2022).
−Removed: 10.7 Transitional Services Agreement dated November 8, 2022 among Brookfield Asset Management Inc., Brookfield Asset Management Ltd.
−Removed: and Brookfield Asset Management ULC (incorporated by reference to Exhibit 10.4 of BAM’s Form F-1/A filed with the SEC on November 9, 2022).
+Added: 10.7* Services Agreement dated December 9, 2025 between Brookfield Corporation, Brookfield Asset Management Ltd.
+Added: and Brookfield Asset Management ULC.
10.8 2022 Trust Agreement dated December 9, 2022 among Brookfield Asset Management Ltd., BAM Partners Trust and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.4 of BAM’s Form 6-K filed with the SEC on December 12, 2022).
1 unchanged sentence
and Brookfield Asset Management ULC (incorporated by reference to Exhibit 10.7 of BAM’s Form F-1/A filed with the SEC on November 9, 2022).
−Removed: 10.10* Asset Management Company Credit Facility dated November 8, 2022 between Brookfield Corporation and Brookfield Asset Management ULC.
+Added: 10.10 Asset Management Company Credit Facility dated November 8, 2022 between Brookfield Corporation and Brookfield Asset Management ULC (incorporated by reference to Exhibit 10.10 of BAM’s Form 10-K filed with the SEC on March 17, 2025) .
10.11 Trademark Sublicense Agreement dated December 9, 2022 between Brookfield Corporation and Brookfield Asset Management Ltd.
2 unchanged sentences
10.13+ 2022 Non-Qualified Management Share Option Plan (incorporated by reference to Exhibit 4.3 of BAM's Form S-8 filed with the SEC on December 13, 2022) .
−Removed: 10.14*+ Escrowed Stock Plan (incorporated by reference to Exhibit 4.4 of BAM's Form S-8 filed with the SEC on December 13, 2022)
−Removed: 10.15+ Restricted Stock Plan (incorporated by reference to Exhibit 4.5 of BAM's Form S-8 filed with the SEC on December 13, 2022)
+Added: 10.14+ Escrowed Stock Plan (incorporated by reference to Exhibit 10.14 of BAM's Form S-8 filed with the SEC on March 17 , 202 5 ) .
+Added: 10.15*+ Restricted Stock Plan.
+Added: 10.16*+ Restricted Stock Plan (Canada).
19.1* Brookfield Asset Management Personal Trading Policy .
−Removed: 21.1† Not applicable.
+Added: 21.1* Subsidiaries of the Registrant
+Added: 22.1 List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 of BAM's Form 10-Q filed with the SEC on November 10, 2025).
23.1* Consent of Deloitte LLP, relating to the audited consolidated financial statements of Brookfield Asset Management Ltd.
−Removed: 23.2* Consent of Deloitte LLP, relating to the audited consolidated and combined financial statements of Brookfield Asset Management ULC.
23.2* Consent of Ernst & Young LLP, relating to the audited combined and consolidated financial statements of Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree AIF Investments, L.P., Oaktree Capital Management (Cayman) L.P.
9 unchanged sentences
Incentive Compensation Clawback Policy.
−Removed: 99.1* The audited consolidated and combined financial statements of Brookfield Asset Management ULC and subsidiaries.
99.1* The audited combined and consolidated financial statements of Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree AIF Investments, L.P., Oaktree Capital Management (Cayman), L.P., and Oaktree Investment Holdings, L.P., and their consolidated subsidiaries.
10 unchanged sentences
+ Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
−Removed: † The registrant has no principal subsidiaries.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.
1 unchanged sentence
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: 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, thereunto duly authorized.
March 2, 2026
4 unchanged sentences
(Principal Financial Officer and Authorized Signatory)
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 17th day of March, 2025.
−Removed: /s/ Bruce Flatt /s/ Hadley Peer Marshall
−Removed: Bruce Flatt, Chief Executive Officer Hadley Peer Marshall, Chief Financial Officer
−Removed: (Principal Executive Officer and Chair of the Board) (Principal Financial Officer)
−Removed: /s/ Barry Blattman /s/ Angela F.
−Removed: Barry Blattman, Director Angela F.
−Removed: Braly, Director
−Removed: /s/ Marcel R.
−Removed: Coutu /s/ Scott Cutler
−Removed: Coutu, Director Scott Cutler, Director
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 2 nd day of March, 2026.
+Added: /s/ Connor Teskey /s/ Hadley Peer Marshall
+Added: Connor Teskey, Chief Executive Officer Hadley Peer Marshall, Chief Financial Officer
+Added: (Principal Executive Officer) (Principal Financial Officer)
+Added: /s/ Bruce Flatt /s/ Barry Blattman
+Added: Bruce Flatt, Chair of the Board Barry Blattman, Director
+Added: /s/ Angela F.
+Added: Braly /s/ Marcel R.
+Added: Braly, Director Marcel R.
+Added: Coutu, Director
+Added: /s/ Scott Cutler /s/ Bruce Karsh
+Added: Scott Cutler, Director Bruce Karsh, Director
/s/ Olivia (Liv) Garfield /s/ Nili Gilbert
5 unchanged sentences
Cyrus Madon, Director Diana Noble, Director
−Removed: /s/ William Powell
−Removed: William Powell, Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.