Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Brookfield Renewable Corporation (Name of Issuer) |
Class A exchangeable subordinate voting shares, no par value (Title of Class of Securities) |
11285B108 (CUSIP Number) |
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) |
07/21/2026 (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
|
| CUSIP No. | 11285B108 |
| 1 |
Name of reporting person
BROOKFIELD CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,813,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, Brookfield Corporation ("Brookfield") beneficially owns (i) class A.2 exchangeable non-voting shares of Brookfield Renewable Holdings Corporation ("Class A.2 Shares") held as follows and that are subject to the Ownership Cap (as previously described in Item 4 of Amendment No. 7 to Schedule 13D): 2,758,183 Class A.2 Shares held by Brookfield Renewable Power Inc. ("BRPI"), 3,000,000 Class A.2 Shares held by BRPI Holding Inc. ("BRPIH"), 100,000 Class A.2 Shares held by Brookfield Investments Corporation ("BIC"), 28,761,500 Class A.2 Shares held by BIC Holdings LP, a subsidiary of BIC, and 100,000 Class A.2 Shares held by Brookfield Corporate Holdings Ltd., each of which is a subsidiary of Brookfield, and (ii) 10,094,152 class A exchangeable subordinate voting shares (the "BEPC Shares") of Brookfield Renewable Corporation (the "Issuer" or "BEPC") held by subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to Brookfield ("BNT"), that are subject to the terms of the Voting Agreement (as previously described in Item 6 of Amendment No. 7 to Schedule 13D). As of the date of this Amendment No. 8 to Schedule 13D, the total number of Class A.2 Shares that may be exchanged into BEPC Shares due to the Ownership Cap is 15,838,188. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026. Percentage ownership would be 15.6% assuming only 15,838,188 Class A.2 Shares are exchanged into 15,838,188 BEPC Shares due to the Ownership Cap and the Voting Agreement. Brookfield Renewable Partners L.P. and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer ("Class B Shares"), which represent a 75% voting interest in the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 11285B108 |
| 1 |
Name of reporting person
BAM PARTNERS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,813,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes (i) BEPC Shares that may be issued to Brookfield upon exchange of Class A.2 Shares without giving effect to the Ownership Cap and (ii) BEPC Shares held by subsidiaries of BNT. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026.
SCHEDULE 13D
|
| CUSIP No. | 11285B108 |
| 1 |
Name of reporting person
BROOKFIELD RENEWABLE POWER INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,758,183.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount represents BEPC Shares that may be issued to BRPI and its subsidiary, BRPIH, upon exchange of Class A.2 Shares. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026.
SCHEDULE 13D
|
| CUSIP No. | 11285B108 |
| 1 |
Name of reporting person
BROOKFIELD INVESTMENTS CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,861,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount represents BEPC Shares that may be issued to BIC and BIC Holdings LP upon exchange of Class A.2 Shares. In reference to Row 13 above, the percentage ownership is based on an aggregate number of outstanding BEPC Shares of 150,879,577 as of July 21, 2026.
SCHEDULE 13D
|
| CUSIP No. | 11285B108 |
| 1 |
Name of reporting person
BROOKFIELD RENEWABLE PARTNERS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 11285B108 |
| 1 |
Name of reporting person
BROOKFIELD RENEWABLE PARTNERS L.P. | ||||||||
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Brookfield Renewable Partners L.P. and its affiliates beneficially own all of the issued and outstanding Class B Shares, which represent a 75% voting interest in the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A exchangeable subordinate voting shares, no par value | |
| (b) | Name of Issuer:
Brookfield Renewable Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
225 Liberty Street, 8th Floor, New York,
NEW YORK
, 10281-1048. | |
Item 1 Comment:
Explanatory Note This Amendment No. 8 (this "Amendment No. 8") to Schedule 13D amends and supplements the Schedule 13D originally filed on August 3, 2020 (and as amended through Amendment No. 7 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 8. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars. Information reported in the Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 8. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows: On July 21, 2026, Brookfield Renewable Partners L.P. ("BEP"), BEPC and Brookfield Renewable Partners Inc. ("BEP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BEP's and BEPC's corporate structure by converting BEP and BEPC into a single Canadian publicly traded corporate entity, BEP Inc. The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of limited partnership units ("L.P. Units") of BEP (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of BEPC Shares (the "Shareholders"), the Transaction will still be completed except that the exchange of BEPC Shares (the "Share Exchange"), as described below, will not occur. A special meeting of Unitholders and a special meeting of Shareholders have been called for October 14, 2026, and security holders of record as of close of business on August 21, 2026 will be entitled to vote at the meetings. If the Transaction is approved by both the Unitholders and Shareholders, and subject to satisfaction of other conditions, BEP and BEPC will implement the Transaction, pursuant to which, among other things, all L.P. Units, BEPC Shares, Class A.2 Shares and redemption-exchange limited partnership units of Brookfield Renewable Energy L.P. ("BRELP") will be exchanged for newly issued class A subordinate voting shares of BEP Inc. ("BEP Inc. Class A Shares") on a one-for-one basis. In addition, the class A common shares of Brookfield Renewable Partners Limited, the general partner of BEP, will be exchanged for class B multiple voting shares of BEP Inc. ("BEP Inc. Class B Shares"). The limited partnership units of BREP Holding L.P., the general partner of BRELP, and the class A common shares of BRP Bermuda GP Limited, the general partner of BREP Holding L.P., will be exchanged for class I non-voting incentive shares of BEP Inc. ("BEP Inc. Class I Shares"). The newly issued BEP Inc. Class A Shares are expected to be listed on the Toronto Stock Exchange and the New York Stock Exchange. Following completion of the Transaction, and based on their current ownership and the aggregate number of issued and outstanding BEPC Shares, Class A.2 Shares and L.P. Units, (i) Brookfield and its subsidiaries are expected to own 305,366,071 BEP Inc. Class A Shares, representing approximately 44.9% of the issued and outstanding BEP Inc. Class A Shares (and 305,366,071 BEP Inc. Class A Shares, representing approximately 57.7% of the issued and outstanding BEP Inc. Class A Shares if the Share Exchange does not occur) and 30,014 BEP Inc. Class B Shares, representing 100% of the issued and outstanding BEP Inc. Class B Shares (which BEP Inc. Class B Shares will be entitled to cast, in the aggregate, a number of votes equal to the number of outstanding BEP Inc. Class A Shares held on the record date for determining the BEP Inc. shareholders entitled to vote at the applicable meeting minus 100), (ii) BNT and its subsidiaries are expected to own 15,242,422 BEP Inc. Class A Shares, representing approximately 2.2% of the issued and outstanding BEP Inc. Class A Shares (and 5,148,270 BEP Inc. Class A Shares, representing approximately 1.0% of the issued and outstanding BEP Inc. Class A Shares if the Share Exchange does not occur), (iii) Brookfield Asset Management Ltd. and its subsidiaries are expected to own 3,977,260 BEP Inc. Class I Shares, representing 100% of the issued and outstanding BEP Inc. Class I Shares and (iv) BEP Inc. will own all of the issued and outstanding L.P. Units, redemption-exchange limited partnership units of BRELP, Class A.2 Shares and, assuming the Share Exchange occurs, BEPC Shares. If the Transaction is completed but the Share Exchange does not occur, BNT and its subsidiaries will own or exercise control or direction over 10,094,152 BEPC Shares, representing approximately 6.7% of the issued and outstanding BEPC Shares. Further information regarding the Transaction will be contained in a joint management information circular of BEP and BEPC. Subject to the receipt of all required approvals, it is anticipated that the Transaction will be completed in the fourth quarter of 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the BEPC Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage ownership of BEPC Shares is based on an aggregate of 150,879,577 BEPC Shares outstanding as of July 21, 2026. | |
| (c) | Except as described in Item 4 in this Amendment No. 8, there have been no transactions by the Reporting Persons in the BEPC 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 amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 8 is hereby incorporated by reference. | ||
| 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.
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