Form 8-K
8-K — Brookfield Asset Management Ltd.
Accession: 0001104659-26-043367
Filed: 2026-04-15
Period: 2026-04-14
CIK: 0001937926
SIC: 6282 (INVESTMENT ADVICE)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2611470d2_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2611470d2_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2611470d2_ex99-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 14, 2026
Brookfield Asset Management Ltd.
(Exact name of registrant as specified in its
charter)
British Columbia, Canada
001-41563
98-1702516
(State or Other Jurisdiction
of Incorporation)
(Commission
File No.)
(IRS Employee
Identification No.)
Brookfield Place
225 Liberty Street, 8th Floor
New York, New York, 10281-1048
(Address of Principal Executive Offices)
(212) 417-7000
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol(s)
Name of Each Exchange
on Which Registered
Class A Limited Voting Shares
BAM
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01
Other Events.
On April 14, 2026,
Brookfield Asset Management Ltd. (“BAM”) announced its offering of (i)
US$550 million principal amount of senior notes due 2031, which will bear interest at a rate of 4.832% per annum (the “2031
Notes”), and (ii) US$450 million re-opening of its 5.298% senior notes due 2036, (the “New
2036 Notes” and, together with the 2031 Notes, the “Notes”).
The New 2036 Notes will form part of the same series as the already outstanding US$400 million principal amount of 5.298% senior
notes due 2036, which were issued on November 18, 2025. After giving effect to the re-opening, the aggregate principal amount of the
series will be US$850 million.
The Preliminary Canadian
Term Sheet and the Final Canadian Term Sheet relating to the sale of the Notes are filed as Exhibits 99.1 and 99.2 to this Current Report
on Form 8-K and are incorporated by reference into this Item 8.01 and BAM’s Registration Statement on Form F-10 (File No. 333-293350).
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Preliminary Canadian Term Sheet, dated April 14, 2026.
99.2
Final Canadian Term Sheet, dated April 14, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 14, 2026
Brookfield Asset Management Ltd.
By:
/s/ Kathy Sarpash
Name:
Kathy Sarpash
Title:
Managing Director, Legal & Regulatory and Corporate Secretary
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2611470d2_ex99-1.htm · Sequence: 2
Exhibit 99.1
A final base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the
documents are accessible through SEDAR+. Copies of the documents may be obtained from RBC Capital Markets, LLC by calling 1-866-375-6829
or by emailing rbcnyfixedincomeprospectus@rbccm.com or from SMBC Nikko Securities America, Inc. by calling 1-888-868-6856 or by emailing
prospectus@smbcnikko-si.com.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf
prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities
offered, before making an investment decision.
BROOKFIELD ASSET MANAGEMENT LTD.
US$[●] [●]% NOTES
DUE 2031
US$[●] 5.298% NOTES
DUE 2036
PRELIMINARY TERM SHEET
April 14, 2026
Issuer:
Brookfield Asset Management Ltd.
Security:
[●]% Senior Unsecured Notes due [●], 2031 (the “2031
Notes”)
5.298% Senior Unsecured Notes due January 15, 2036 (the “2036
Notes” and, together with the 2031 Notes, the “Notes”)
Format:
SEC registered
Principal Amount:
2031 Notes: US$[●]
2036 Notes: US$[●]
The 2036 Notes will be in addition to and form part of the same series
of notes as the US$400,000,000 aggregate principal amount of Brookfield Asset Management Ltd.’s 5.298% notes due 2036, which were
originally issued on November 18, 2025 (the “Original 2036 Notes”). After giving effect to this offering, there will be a
total of US$[●] aggregate principal amount of notes of this series issued and outstanding.
One or more of the underwriters may sell to affiliates of Brookfield
Wealth Solutions Ltd. and/or certain other institutional investors up to approximately US$[●] aggregate principal amount (if any)
of the 2031 Notes and/or up to approximately US$[●] aggregate principal amount (if any) of the 2036 Notes at the respective public
offering price (for which no underwriting discount or commissions will be paid).
Trade Date:
April 14, 2026
Expected Settlement Date:
2031 Notes: April 17, 2026 (T+3)
2036 Notes: April 17, 2026 (T+3)
Maturity Date:
2031 Notes: [●], 2031
2036 Notes: January 15, 2036
Coupon:
2031 Notes: [●]%
2036 Notes: 5.298% (interest on the 2036 Notes will accrue from November
18, 2025)
Interest Payment Dates:
2031 Notes: [●] and [●], commencing [●], 2026
2036 Notes: January 15 and July 15, commencing July 15, 2026
Price to Public:
2031 Notes: [●]% of the principal amount
2036 Notes: [●]% of the principal amount plus accrued interest
of US$[●] from November 18, 2025
Benchmark Treasury:
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).]
Benchmark Treasury Price & Yield:
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
Spread to Benchmark Treasury:
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
2
Yield:
2031 Notes: [●]%
2036 Notes: [●]%
Denominations:
Initial denominations of US$2,000 and subsequent multiples of US$1,000
Covenants:
Change of control (put @ 101%)
Negative pledge
Consolidation, merger, amalgamation and sale of substantially all assets
Optional Redemption Provisions:
Make-Whole Call:
2031 Notes: Prior to [●], 20[●] (one month prior to maturity),
treasury rate plus [●] basis points
2036 Notes: Prior to October 15, 2035 (three months prior to maturity),
treasury rate plus 20 basis points
Par Call:
2031 Notes: At any time on or after [●], 20[●] (one month
prior to maturity), at 100% of the principal amount of the 2031 Notes to be redeemed
2036 Notes: At any time on or after October 15, 2035 (three months
prior to maturity), at 100% of the principal amount of the 2036 Notes to be redeemed
Use of Proceeds:
The net proceeds from the sale of the Notes will be used for general corporate purposes
CUSIP / ISIN:
2031 Notes: 113004 AE5 / US113004AE50
2036 Notes: 113004 AC9 / US113004AC94
3
Joint Book-Running Managers1:
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc.
[●]
Co-Managers:
[●]
Under Rule 15c6-1 under the U.S. Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may
be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery
hereunder should consult their own advisors.
The 2031 Notes will be issued as a separate series of debt securities
under a fifth supplemental indenture to be dated as of the date of the issuance of the 2031 Notes (the “Fifth Supplemental Indenture”)
to the base indenture dated as of April 24, 2025 (the “Base Indenture”) (together with the Fifth Supplemental Indenture, the
“2031 Indenture”), among Brookfield Asset Management Ltd., Computershare Trust Company of Canada, as Canadian trustee, and
Computershare Trust Company, N.A., as U.S. trustee. The 2036 Notes will be issued on the same terms and conditions as the Original 2036
Notes, except for the issue date and the issue price, under the Base Indenture and the fourth supplemental indenture, dated as of November
18, 2025 (the “Fourth Supplemental Indenture”), as supplemented by a supplemental indenture thereto to be dated as of the
date of the issuance of the 2036 Notes (the “Supplemented Fourth Supplemental Indenture” and together with the Base Indenture,
the “2036 Indenture”). The 2031 Indenture and the 2036 Indenture are together referred to as the “Indenture”.
The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purport to be complete
and is qualified in its entirety by reference to the Indenture.
No PRIIPs or UK PRIIPs key information document (KID) has been prepared
as European Economic Area or UK retail investors are not targeted.
1
This offering will be made in Canada by RBC Dominion Securities Inc., a broker-dealer affiliate of RBC Capital Markets, LLC.
4
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2611470d2_ex99-2.htm · Sequence: 3
Exhibit 99.2
A final base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the
documents are accessible through SEDAR+. Copies of the documents may be obtained from RBC Capital Markets, LLC by calling 1-866-375-6829
or by emailing rbcnyfixedincomeprospectus@rbccm.com or from SMBC Nikko Securities America, Inc. by calling 1-888-868-6856 or by emailing
prospectus@smbcnikko-si.com.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf
prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities
offered, before making an investment decision.
BROOKFIELD ASSET MANAGEMENT LTD.
US$550,000,000 4.832% NOTES
DUE 2031
US$450,000,000 5.298% NOTES
DUE 2036
FINAL TERM SHEET
April 14, 2026
Issuer:
Brookfield Asset Management Ltd.
Security:
4.832% Senior Unsecured Notes due April 15, 2031 (the “2031
Notes”)
5.298% Senior Unsecured Notes due January 15, 2036 (the “2036
Notes” and, together with the 2031 Notes, the “Notes”)
Format:
SEC registered
Principal Amount:
2031 Notes: US$550,000,000
2036 Notes: US$450,000,000
The 2036 Notes will be in addition to and form part of the same
series of notes as the US$400,000,000 aggregate principal amount of Brookfield Asset Management Ltd.’s 5.298% notes due 2036, which
were originally issued on November 18, 2025 (the “Original 2036 Notes”). After giving effect to this offering, there will
be a total of US$850,000,000 aggregate principal amount of notes of this series issued and outstanding.
Trade Date:
April 14, 2026
Expected Settlement Date:
2031 Notes: April 17, 2026 (T+3)
2036 Notes: April 17, 2026 (T+3)
Maturity Date:
2031 Notes: April 15, 2031
2036 Notes: January 15, 2036
Coupon:
2031 Notes: 4.832%
2036 Notes: 5.298% (interest on the 2036 Notes will accrue from November
18, 2025)
Interest Payment Dates:
2031 Notes: April 15 and October 15, commencing October 15, 2026
2036 Notes: January 15 and July 15, commencing July 15, 2026
Price to Public:
2031 Notes: 100.000% of the principal amount
2036 Notes: 98.962% of the principal amount plus accrued interest
of US$9,867,525.00 from November 18, 2025
Benchmark Treasury:
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).]
Benchmark Treasury Price & Yield:
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
Spread to Benchmark Treasury:
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
2
Yield:
2031 Notes: 4.832%
2036 Notes: 5.434%
Denominations:
Initial denominations of US$2,000 and subsequent multiples of US$1,000
Covenants:
Change of control (put @ 101%)
Negative pledge
Consolidation, merger, amalgamation and sale of substantially all assets
Optional Redemption Provisions:
Make-Whole Call:
2031 Notes: Prior to March 15, 2031 (one month prior to maturity),
treasury rate plus 15 basis points
2036 Notes: Prior to October 15, 2035 (three months prior to maturity),
treasury rate plus 20 basis points
Par Call:
2031 Notes: At any time on or after March 15, 2031 (one month
prior to maturity), at 100% of the principal amount of the 2031 Notes to be redeemed
2036 Notes: At any time on or after October 15, 2035 (three months
prior to maturity), at 100% of the principal amount of the 2036 Notes to be redeemed
Use of Proceeds:
The net proceeds from the sale of the Notes will be used for general corporate purposes
CUSIP / ISIN:
2031 Notes: 113004 AE5 / US113004AE50
2036 Notes: 113004 AC9 / US113004AC94
3
Joint Book-Running Managers1:
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc.
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
Co-Managers:
BMO Capital Markets Corp.
BNP Paribas Securities Corp.
Brookfield Securities LLC
CIBC World Markets Corp.
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
Santander US Capital Markets LLC
Under Rule 15c6-1 under the U.S. Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may
be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery
hereunder should consult their own advisors.
The 2031 Notes will be issued as a separate series of debt securities
under a fifth supplemental indenture to be dated as of the date of the issuance of the 2031 Notes (the “Fifth Supplemental Indenture”)
to the base indenture dated as of April 24, 2025 (the “Base Indenture”) (together with the Fifth Supplemental Indenture, the
“2031 Indenture”), among Brookfield Asset Management Ltd., Computershare Trust Company of Canada, as Canadian trustee, and
Computershare Trust Company, N.A., as U.S. trustee. The 2036 Notes will be issued on the same terms and conditions as the Original 2036
Notes, except for the issue date and the issue price, under the Base Indenture and the fourth supplemental indenture, dated as of November
18, 2025 (the “Fourth Supplemental Indenture”), as supplemented by a supplemental indenture thereto to be dated as of the
date of the issuance of the 2036 Notes (the “Supplemented Fourth Supplemental Indenture” and together with the Base Indenture,
the “2036 Indenture”). The 2031 Indenture and the 2036 Indenture are together referred to as the “Indenture”.
The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purport to be complete
and is qualified in its entirety by reference to the Indenture.
No PRIIPs or UK PRIIPs key information document (KID) has been prepared
as European Economic Area or UK retail investors are not targeted.
1
This offering will be made in Canada by RBC Dominion Securities Inc., a broker-dealer affiliate of RBC Capital Markets, LLC.
4
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Apr. 14, 2026
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-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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