SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)


Brookfield Asset Management Ltd.

(Name of Issuer)


Class A Limited Voting Shares

(Title of Class of Securities)


113004105

(CUSIP Numbers)


Swati Mandava
Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100
Toronto, A6, M5J 2T3
416-363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D/A
CUSIP Number(s):
113004105


1 Name of reporting person

BROOKFIELD CORPORATION
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 1,193,021,145.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 1,193,021,145.00
11 Aggregate amount beneficially owned by each reporting person

1,193,021,145.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

72.8 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: In reference to Rows 8, 10 and 11 above, amount consists of Class A Limited Voting Shares ("Class A Shares") of Brookfield Asset Management Ltd. (the "Issuer") held by (i) Brookfield Corporation ("BN") through Brookfield BAM Holdco Inc., BN BAM SPV Finance Inc., Brookfield Corporate Holdings I LP, Brookfield Corporate Holdings II LP, Brookfield Corporate Holdings III LP and Brookfield Renewable Power Inc., each a wholly-owned subsidiary of BN, and (ii) by Brookfield Wealth Solutions Ltd. ("BNT"), a paired corporation to BN, and its subsidiaries, and subject to the Voting Agreement described in Item 4 of Amendment No. 1 (as defined herein). In reference to Row 13 above, percentage ownership is based on 1,638,131,687 Class A Shares outstanding as of March 31, 2026.


SCHEDULE 13D/A
CUSIP Number(s):
113004105


1 Name of reporting person

BAM PARTNERS TRUST
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 1,193,021,145.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 1,193,021,145.00
11 Aggregate amount beneficially owned by each reporting person

1,193,021,145.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

72.8 %
14 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: In reference to Rows 8, 10 and 11 above, amount consists of Class A Shares beneficially owned by BN (including certain of its subsidiaries) and BNT or its subsidiaries. BAM Partners Trust ("BAM Partners") may be deemed to have indirect beneficial ownership of the Class A Shares since BAM Partners is the sole owner of the Class B limited voting shares of BN and has the ability to appoint one half of the board of directors of BN and approve, along with the holders of Class A Shares, all other matters requiring shareholder approval of BN with no single individual or entity controlling BAM Partners. In reference to Row 13 above, percentage ownership is based on 1,638,131,687 Class A Shares outstanding as of March 31, 2026.



SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Class A Limited Voting Shares
(b) Name of Issuer:

Brookfield Asset Management Ltd.
(c) Address of Issuer's Principal Executive Offices:

Brookfield Place, 250 Vesey Street, 15th Floor, New York, NEW YORK , 10281-0221.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D originally filed on February 5, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 16, 2025 ("Amendment No. 1, and together with the Original Schedule 13D, the "Schedule 13D"), to reflect the transactions described in Item 4 of this Amendment No. 2. Information and defined terms reported in the Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 2.
Item 2.Identity and Background
(a)
Item 2 of the Schedule 13D is hereby amended and supplemented as follows: Schedule I hereto sets forth updated names of directors and executive officers of BN (to be included as Scheduled Persons) and their respective principal occupations, addresses, and citizenships. See Exhibit 99.6 - Schedule I
Item 4.Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby supplemented as follows: On April 2, 2026, BWS BAM Financing LP (the "Borrower"), as borrower, and certain subsidiaries of BNT, as guarantors, entered into a margin loan agreement with Royal Bank of Canada, as lender and administrative agent, and RBC Capital Markets LLC, as calculation agent, under which the Borrower intends to borrow US$1,000,000,000 (the "Credit Facility") and the Borrower has agreed to pledge 65,000,000 Class A Shares (the "Collateral Shares"). The Credit Facility matures on April 2, 2028. As is customary for this type of credit facility, upon the occurrence of certain events of default that remain unremedied and certain other specified events, the Borrower will be required to repay the amounts outstanding under the Credit Facility. The failure by the Borrower to make such repayment may result in the lenders exercising their rights and disposing of some or all of the Collateral Shares. Unless an event of default is continuing under the Credit Facility, all voting rights and rights to receive dividends and distributions with respect to the Collateral Shares remain with Borrower, subject to the terms of the Voting Agreement described in Amendment No. 1. The Collateral Shares represent less than 6% of the aggregate number of Class A Shares directly and indirectly held by BN and BNT and less than 4% of all the outstanding Class A Shares.
Item 5.Interest in Securities of the Issuer
(a)
Item 5(a) of the Schedule 13D is hereby amended and restated as follows: (a) The aggregate number and percentage of Class A Shares held by the Reporting Persons to which this Schedule 13D relates is 1,193,021,145 Class A Shares (which includes 65,000,000 Class A Shares owned by BNT and subject to the Voting Agreement), constituting approximately 72.8% of the Issuer's currently outstanding Class A Shares. The percentage of Class A Shares is based on an aggregate number of Class A Shares of 1,638,131,687 Class A Shares outstanding as of March 31, 2026.
(b)
Item 5(b) of Schedule 13D is hereby amended and restated as follows: (b) The information set forth in Item 5(a) of Amendment No. 2 is hereby incorporated herein by reference.
(c)
Item 5(c) of Schedule 13D is hereby amended and restated as follows: (c) Except as described herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 6 of the Schedule 13D is hereby supplemented as follows: The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference.
Item 7.Material to be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: 99.6 Schedule I

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
BROOKFIELD CORPORATION
 Signature:/s/ Swati Mandava
 Name/Title:Swati Mandava/Managing Director, Legal & Regulatory and Corporate Secretary
 Date:04/06/2026
 
BAM PARTNERS TRUST
 Signature:/s/ Kathy Sarpash
 Name/Title:Kathy Sarpash/Secretary, BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
 Date:04/06/2026

 

Exhibit 99.6

 

SCHEDULE I

 

BROOKFIELD CORPORATION

 

Name and Position of
Officer or Director
  Principal Business
Address
  Principal Occupation or
Employment
  Citizenship
             
M. Elyse Allan, Director  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

  Corporate Director   Canada and U.S.A.
             
Eng Seng Ang, Director   168 Robinson Road, #37-01, Capital
Tower, Singapore 068912
  Advisor, GIC   Singapore
             
Justin B. Beber, Chief Operating Officer   181 Bay Street, Suite 100, Toronto,
Ontario M5J 2T3, Canada
  Chief Operating Officer, Brookfield Corporation   Canada
             
Jeffrey Blidner, Vice Chair and Director  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

  Vice Chair, Brookfield Corporation   Canada
             
Jack L. Cockwell, Director  

51 Yonge Street, Suite 400

Toronto, Ontario

M5E 1J1, Canada

  Chair, Brookfield Partners Foundation   Canada
             

Bruce Flatt, Director and Chief Executive Officer

 

 

Brookfield Place 

225 Liberty Street, 8th Floor
New York NY 10281-1048

  Chief Executive Officer, Brookfield Corporation   Canada
             
Nicholas H. Goodman, President and Chief Financial Officer   181 Bay Street, Suite 100, Toronto,
Ontario M5J 2T3, Canada
  President and Chief Financial Officer, Brookfield Corporation   United Kingdom
             
Janice Fukakusa, Director  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

  Corporate Director   Canada
             

Maureen Kempston Darkes, Director

 

 

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

  Corporate Director   Canada
             

Brian D. Lawson, Director and Vice Chair

 

 

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

  Vice Chair, Brookfield Corporation   Canada

 

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Cyrus Madon, Executive Vice Chair  

Brookfield Place

225 Liberty Street, 8th Floor
New York NY 10281-1048

  Executive Vice Chair, Brookfield Corporation   Canada
             
Howard S. Marks, Director   Oaktree Capital Management, L.P., 333
S. Grand Avenue, 28th Floor, Los
Angeles, CA 90071, U.S.A.
  Co-Chair, Oaktree Capital Management, L.P.   U.S.A
             
The Honourable Frank J. McKenna, Director and Chair  

TDCT Tower

161 Bay Street, 35th Fl

Toronto, Ontario

M5J 2T2, Canada

  Chair, Brookfield Corporation and Deputy Chair, TD Bank Group   Canada
             
Rafael Miranda, Director   Calle Serrano 21, Suite 2A, Madrid
28001
Spain
  Corporate Director   Spain
             
Lord Augustine Thomas O’Donnell, Director   One Canada Square, Level 25 Canary
Wharf, London E14 5AA U.K
  Ambassador of Frontier Economics Limited, and a senior advisor to Brookfield in Europe   United Kingdom
             
Hutham S. Olayan, Director   550 Madison Avenue New York, NY,
10022
  Chair of the Shareholders Board of The Olayan Group,   U.S.A. and Saudi Arabia
             
Samuel J.B. Pollock, Director   181 Bay Street, Suite 100, Toronto,
Ontario M5J 2T3, Canada
  Chief Executive Officer, Brookfield Infrastructure Partners   Canada
             
Satish Rai, Director  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

  Chair, Richcraft Properties and Vice-Chair, Forum Asset Management   Canada
             
Diana L. Taylor, Director  

c/o Bloomberg, Philanthropies, 25

East 78th Street, New York, N.Y. 10075

  Corporate Director   U.S.A.

 

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