Brookfield Asset Management Ltd.: Form 10-K for the period ended Dec 31, 2025

Business Overview

We are a leading global alternative asset manager, headquartered in New York, NY, with over $1 trillion of Assets Under Management across infrastructure, renewable power and transition, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real assets and essential service businesses that form the backbone of the global economy.

We offer a range of alternative investment products to over 2,400 institutional clients around the world—including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors which also continues to grow with approximately 60,000 clients representing over 8% of capital raised. We earn asset management income for doing so and ensure strong alignment of interests with our clients by investing Brookfield capital alongside them. Our deep operating expertise, global reach and access to large-scale flexible capital enable us to identify attractive investment opportunities and make investments on a proprietary basis in sizable, premier assets and businesses across geographies and asset classes that we believe few others can.

To do this, we leverage our team of over 5,800 investment and asset management professionals and employees, including over 300 client service professionals across 32 global offices, to ensure that the business exceeds our clients’ service expectations. We also have a dedicated team of approximately 150 people that are focused on distributing and developing catered products to the private wealth channel. Our disciplined investment approach and strong track record have been the foundation and driver of our growth. We draw on Brookfield’s heritage as an owner and operator to invest for value and generate strong returns for our clients, across economic cycles.

We provide a highly diversified suite of alternative investment strategies to our clients and are constantly seeking to innovate new strategies to meet their needs. We have over 55 unique active strategies that span a wide range of risk-adjusted returns, including opportunistic, value-add, core, super-core, and credit. We evaluate the performance of these product offerings and our investment strategies using a number of non-GAAP measures, including Fee-Bearing Capital, Fee Revenues, Fee-Related Earnings and Distributable Earnings.

Our guiding principle is to operate our business and conduct our relationships with the highest level of integrity. Our emphasis on a culture of collaboration allows us to attract and retain top talent.

The Class A Shares are co-listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the symbol “BAM”.

Value Creation

We create shareholder value by increasing the earnings profile of our asset management business. Alternative asset management businesses such as ours are typically valued based on a multiple of their Fee-Related Earnings and performance income. Accordingly, we create value by increasing the amount and quality of Fee-Related Earnings and performance income, net of associated costs. We achieve this by raising more Fee-Bearing Capital and delivering strong investment performance, which enables us to generate performance income, such as carried interest, while maintaining efficient operating margins.

As at December 31, 2025, we had Fee-Bearing Capital of $603 billion, of which 87% is long-dated or perpetual in nature, providing significant stability to our earnings profile. We consider Fee-Bearing Capital that is long-dated or perpetual in nature to be Fee-Bearing Capital relating to our long-term private funds, which are typically committed for at least 10 years with two one-year extension options, and Fee-Bearing Capital relating to our perpetual strategies, which include our permanent capital vehicles as well as capital we manage in our perpetual private funds and private wealth strategies. We seek to increase our Fee-Bearing Capital by growing the size of our existing product offerings and developing new strategies that cater to our clients’ investment needs. We also aim to deepen and develop new institutional relationships, and access new distribution channels, such as high net worth individuals and private wealth investors.

We generate robust Distributable Earnings, which is a key measure of our financial performance. BAM intends to pay out at least approximately 90% of its Distributable Earnings to shareholders quarterly and reinvest the balance back into the business, as discussed further in “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures.”

We are actively progressing new organic growth strategies, including AI infrastructure. We also consider strategic M&A opportunities that would expand our capabilities. An example of such growth is the partnership we formed with Oaktree in 2019, which deepens the capabilities we offer our clients and better positions us across market cycles. Such acquisitions may occur from time to time should they be additive to our franchise, attractive to our clients, and accretive to our shareholders. These new initiatives, in addition to our existing strategies, are expected to have a very meaningful impact on our growth trajectory in the long term.

Competitive Advantages

We seek to harness the following four distinct competitive advantages that enable us to consistently identify and invest in high-quality assets and create significant value in the assets that we invest in and operate on behalf of our clients.

Operating Expertise

We are supported globally by approximately 250,000 operating employees of our managed businesses, who are instrumental in maximizing the value and cash flows of our managed assets. We believe that strong operating experience is essential in maximizing efficiency and productivity – and ultimately, returns. We do this by maintaining a culture of long-term focus, alignment of interest and collaboration through the people we hire, our compensation philosophy, and our operating capabilities. This operating expertise developed through our heritage as an owner-operator is invaluable in underwriting investments, conducting thorough due diligence, and executing value-creating development and capital projects.

Global Reach

We invest on behalf of our clients in more than 50 countries on five continents around the world. We believe that our global reach allows us to diversify and identify a broad range of opportunities. We can invest where capital is scarce, and our scale enables us to move quickly and pursue multiple opportunities across different markets. Our global reach also allows us to operate our assets more effectively: we believe that a strong on-the-ground presence is critical to operating successfully, and many of our businesses are truly local. Furthermore, the combination of our strong local presence and global reach enables us to bring relationships and operating practices to bear across markets to enhance returns.

Large Scale

We had $603 billion in Fee-Bearing Capital as of December 31, 2025. We offer our clients a large selection of private funds that have global mandates and diversified strategies. Our access to large-scale, flexible capital allows us to pursue transactions on a scale beyond the reach of many, delivering superior risk-adjusted returns.

Brookfield Ecosystem

The unique intelligence we generate from the ongoing interconnectivity between our over $1 trillion of Assets Under Management, our global partnerships and our visibility into global capital flows helps us identify themes and trends in investing, spot pockets of value and source attractive investment opportunities as BAM continues to be the partner of choice for investors. This competitive advantage has allowed us to build leading positions in asset classes that are most in favor among clients and deliver strong investment returns to our clients across multiple business cycles.

Investment Process

Our Investment Process Leads to Value Creation

Earning robust returns on the investments we make on behalf of our clients enhances our ability to increase our Fee-Bearing Capital and generate carried interest, both of which grow our cash flows and create value for our shareholders.

1. Raise Capital

As an asset manager, the starting point of the investment cycle is establishing new funds and other investment products for our clients. This in turn provides the capital to invest, from which we earn base management fees, incentive distributions and performance-income such as carried interest. Accordingly, we create value by achieving strong investment performance, which leads to growth in Fee-Bearing Capital and increased cash flows.

2. Identify and Invest in High-Quality Assets

We follow a value-based approach to investing and allocating capital. We believe that our disciplined approach, global reach and operating expertise afford us access to a wide range of potential opportunities and enable us to invest at attractive valuations and generate superior risk-adjusted returns for our clients. We also leverage our considerable expertise in executing recapitalizations, operational turnarounds and large development and capital projects, providing additional opportunities to deploy capital.

3. Secure Long-Term Financing

For our equity investments, we finance the investments on behalf of our clients predominantly on a long-term investment-grade basis and asset-by-asset, which are primarily non-recourse. This financing approach provides us with considerable stability, improves our ability to withstand financial downturns and enables our asset management teams to focus on operations and growth initiatives.

4. Enhance Value and Cash Flows Through Operating Expertise

We use our operating capabilities to increase the value of the assets and the cash flows they produce, and they help to protect our clients’ capital in adverse conditions. The combination of operating expertise, development capabilities and effective financing can help ensure that an investment’s full value creation potential is realized, which we believe is one of our most important competitive advantages.

5. Realize Capital from Asset Sales or Refinancing

We actively monitor opportunities to sell or refinance assets to generate proceeds for our clients. Capital generated in our limited life funds is returned to clients, and in the case of our perpetual funds, we then redeploy the capital to enhance returns. In many cases, returning capital from private funds completes the investment process, locks in investor returns and gives rise to performance income.

Products and Principal Strategies

Our products broadly fall into one of three categories: (i) long-term private funds, (ii) permanent capital vehicles and perpetual strategies, and (iii) liquid strategies. These are invested across five principal strategies: (i) infrastructure, (ii) renewable power and transition, (iii) private equity, (iv) real estate, and (v) credit.

Infrastructure

Overview

• We are one of the world’s largest investment managers in infrastructure, with $247 billion of AUM and $106 billion of Fee-Bearing Capital as of December 31, 2025.
• We focus on acquiring high-quality real assets and operating businesses on behalf of our clients that deliver essential goods and services, diversified across the utilities, transport, midstream and data infrastructure sectors. We partner closely with management teams to enable long-term success through operational and other improvements.
• We have approximately 230 investment and asset management professionals globally that are focused on our infrastructure strategy, supported by approximately 64,000 operating employees in the infrastructure operating businesses that we manage.

Our Products

Long-term Private Funds

• Brookfield Infrastructure Fund (“BIF”) is our flagship infrastructure fund series. In this product offering, we invest on behalf of our clients in high-quality infrastructure assets on a value basis and seek to add value through the investment life cycle by utilizing our operations-oriented approach.
• Brookfield AI Infrastructure Fund (“BAIIF”), our strategy focused on the development of AI infrastructure, is designed to meet the growing demand from hyperscalers, enterprises, and governments for scalable, integrated solutions.
• Brookfield Infrastructure Structured Solutions Fund (“BISS”) seeks to invest structured equity and non-control common equity in the infrastructure mid-market. The fund is focused on deploying our capabilities to partner with sponsors, developers, and corporates to access attractive development opportunities.

Permanent Capital Vehicles and Perpetual Strategies

• We manage Brookfield Infrastructure Partners L.P. (“BIP”), one of the largest, pure-play, publicly traded global infrastructure platforms, which is listed on the NYSE and TSX and had a market capitalization of $29.2 billion as of December 31, 2025.
• We manage Brookfield Super-Core Infrastructure Partners, which is our perpetual infrastructure private fund strategy. In this product offering, we invest on behalf of our clients in core infrastructure assets in developed markets, with a focus on yield, diversification, and inflation-protection.
• We also manage Brookfield Infrastructure Income Fund (“BII”), a semi-liquid infrastructure strategy, offering private wealth investors access to our best-in-class infrastructure platform.

The infrastructure investments that we manage provide a diversified exposure for our clients to scarce, high-quality businesses that benefit from significant barriers to entry and deliver essential goods and services to generate resilient and inflation-protected cash flow streams. Through the various products outlined, we have invested in:

• Regulated or contracted businesses that earn a return on an asset base, including electricity and gas connections, natural gas pipelines and electricity transmission lines;
• Systems involved in the movement of freight, commodities and passengers, including rail operations, toll roads, terminal and export facilities;
• Assets that handle the movement and storage of commodities from a source of supply to a demand center, including transmission pipelines, natural gas process plants and natural gas storage; and
• Businesses that provide essential services and critical infrastructure to transmit and store data globally, including telecom towers and active rooftop sites, fiber optic cable and data centers.

Renewable Power and Transition

Overview

• We are one of the largest investors in renewable power and transition investments, with $143 billion of AUM and $67 billion of Fee-Bearing Capital as of December 31, 2025.
• We believe that the growing global demand for low-cost, low-carbon energy, especially amongst corporate off-takers, will lead to continued growth opportunities for us in the future. The investment environment for renewable power and transition remains favorable and we expect to continue to advance our substantial pipeline of renewable power and transition opportunities on behalf of our clients and managed assets.
• We have approximately 175 investment and asset management professionals globally that are focused on our renewable power and transition strategy, supported by approximately 20,100 operating employees in the renewable power and transition operating businesses that we manage. Our extensive experience and knowledge in this industry enable us to be a leader in all major technologies with deep operating and development capabilities.

Our Products

Long-term Private Funds

• Brookfield Global Transition Fund (“BGTF”) is our flagship transition fund series which is focused on investments aimed at accelerating the global transition to a net-zero carbon economy. The mandate of this product is to assist utility, energy and industrial businesses to reduce carbon dioxide emissions, expand low-carbon and renewable energy production and advance sustainable solutions.
• Our recently launched Catalytic Transition Fund (“CTF”) focuses on directing capital into clean energy and transition assets in emerging markets in South and Central America, South and Southeast Asia, the Middle East, and Eastern Europe. CTF will help drive clean energy investment in emerging markets.

Permanent Capital Vehicles and Perpetual Strategies

• We also manage Brookfield Renewable Partners L.P. (“BEP”), one of the world’s largest publicly traded renewable power platforms, which is listed on the NYSE and TSX and had a market capitalization of over $20.5 billion as of December 31, 2025.

Across our renewable power and transition products, we have invested on behalf of our clients in:

• Hydroelectric operations, through river systems and facilities that provide electricity and have grid stabilizing capabilities;
• Utility-scale solar operations that harness energy from the sun to generate electricity;
• Distributed energy and storage, which provides small-scale generation that can be locally installed, pump storage facilities, and battery energy storage systems;
• Wind operations that use turbines to create electricity; and
• Sustainable solutions including nuclear services, renewable natural gas, carbon capture and storage, recycling, cogeneration, biomass, power transformation, and sustainable aviation fuel.

Private Equity

Overview

• We have one of the best long-term track records for investing in private equity with $155 billion of AUM and $48 billion of Fee-Bearing Capital as of December 31, 2025.
• We focus on high-quality businesses that provide essential products and services, diversified across business services and industrials sectors. We partner closely with management teams to enable long-term success through operational and other improvements.
• We have approximately 260 investment and asset management professionals globally that are focused on our private equity strategy, supported by approximately 136,900 operating employees in the businesses that we manage.

Our Products

Long-term Private Funds

• Our global opportunistic flagship fund series, Brookfield Capital Partners (“BCP”), is our leading private equity offering. The series of funds focuses on cash-flowing industrial and essential service businesses. We seek investments that benefit from high barriers to entry and enhance their cash flow capabilities by improving strategy and execution.
• Our special investments strategy, Brookfield Special Investments (“BSI”), is focused on structured, large-scale, non-control investments. This product capitalizes on transactions that do not fit our traditional control-oriented flagship private equity fund series. Situations may include recapitalization or strategic growth capital where we expect to generate equity-like returns while ensuring downside protection through contracted returns.
• Our thematic private equity strategy, Brookfield Financial Infrastructure Partners, focuses on investments in asset-light financial infrastructure companies that underpin the global financial system.
• Our regional private equity strategy, Brookfield Middle East Partners, is focused on opportunistically investing across sectors and countries in the Middle East by drawing on Brookfield’s global footprint and value-add as a strategic partner.
• Our venture capital strategy, Pinegrove Ventures, manages investments in the innovation economy and is uniquely positioned to access highly sought-after opportunities in high quality venture-backed companies and funds.

Permanent Capital Vehicles and Perpetual Strategies

• We manage Brookfield Business Partners L.P. (“BBU”), which is a publicly traded global business services and industrials company focused on owning and operating high-quality providers of essential products and services. BBU is listed on the NYSE and TSX and had a market capitalization of $7.1 billion as at December 31, 2025.
• We also manage Brookfield Private Equity Fund (“BPE”), which is an evergreen semi-liquid fund offering individual investors streamlined, diversified access to Brookfield’s global private equity platform through a single vehicle.

Our private equity vehicles acquire high-quality operations globally. The broad investment mandate provides us with the flexibility to invest on behalf of our clients across multiple industries through many forms. Through the various products outlined above, we have invested on behalf of our clients in:

• Leading service providers to large-scale infrastructure assets, including a leading provider of work access services, modular building leasing services, and a leading global provider of lottery services and technology solutions;
• Operationally intense industrial businesses that benefit from a strong competitive position, including a leading global provider of advanced automotive battery technology, a leading global aviation services and leasing business, and a leading manufacturer of engineered components for industrial trailers and other towable equipment providers, among others; and
• Essential services providers, including the largest private sector residential mortgage insurer in Canada, a leading value-add distributor of telecom equipment, a leading provider of software to automotive dealers, one of the largest private school operators globally, and a leading American private education company.

Real Estate

Overview

• We are one of the world’s largest investment managers in real estate, with over $273 billion of AUM and $102 billion of Fee-Bearing Capital as of December 31, 2025.
• We have invested, on behalf of clients, in iconic properties in the world’s most dynamic markets with the goal of generating stable and growing distributions for our investors while protecting them against downside risk.
• We have approximately 2,150 investment and asset management professionals and employees that are focused on generating superior returns across our real estate strategies, supported by approximately 23,900 operating employees in the real estate operating businesses that we manage.

Our Products

Long-term Private Funds

• Our opportunistic real estate flagship fund series is Brookfield Strategic Real Estate Partners (“BSREP”). Through this product, we invest globally across various sectors and geographies on behalf of our clients in high-quality real estate with a focus on large, complex, distressed assets, turnarounds, and recapitalizations.
• We also manage a real estate secondaries strategy, Brookfield Real Estate Secondaries, with a focus on providing liquidity solutions for other real estate general partners.

Permanent Capital Vehicles and Perpetual Strategies

• We manage $19 billion of Fee-Bearing Capital in Brookfield Property Group (“BPG”) as of December 31, 2025, which we invest, on behalf of BN, directly in real estate assets. BPG owns, operates, and develops iconic properties in the world’s most dynamic markets with a global portfolio of retail, multifamily, logistics, office, hospitality, land and housing, triple net lease, manufactured housing, and student housing assets on five continents.
• We also manage capital in our perpetual private fund real estate strategy, Brookfield Premier Real Estate Partners (“BPREP”). This is a core plus strategy that invests in high-quality, stabilized real assets located primarily in the U.S. with a focus on retail, multifamily, office, and logistics real estate assets. We also have two regional BPREP strategies that are dedicated specifically to investments in Australia and Europe.
• We also manage a non-traded REIT, Brookfield Real Estate Income Trust, which is a semi-liquid strategy catering specifically to the private wealth channel. This product invests in high quality income-producing opportunities globally through equity or real estate-related debt.

Through the various products outlined, we have invested in multiple asset classes including:

• High-quality retail destinations that are central gathering places for the communities they serve, combining shopping, dining, entertainment and other activities;
• Full-service hotels and leisure-style hospitality assets in high-barrier markets across North America, the U.K. and Australia;
• High-quality assets with operational upside across multifamily, alternative living, life sciences and logistics sectors globally; and
• Office properties in key gateway cities in the U.S., Canada, the U.K., Germany, Australia, Brazil and India.

Credit

Overview

• We are one of the world’s largest and most experienced credit managers globally, with $363 billion of AUM and $279 billion of Fee-Bearing Capital as of December 31, 2025.
• We seek to provide flexible, specialized capital solutions to borrowers and deliver attractive risk-adjusted returns to our clients across a range of debt strategies, focusing on private credit and direct lending in areas in which we possess differentiated investment and operational capabilities.
• We have approximately 1,800 investment and asset management professionals globally, including Oaktree employees that will become BAM employees following completion of the Oaktree Acquisition, that are focused on our credit strategies, investing across a broad spectrum of investments, leveraging the capabilities we have organically built in collaboration with the capabilities of leading credit managers with whom we partner. Our partner managers where we have significant non-

controlling ownership stakes include:

• Oaktree, one of the world’s premier credit investors. For further discussion on our proposed transaction with Oaktree, refer to “Part I—Item 1. Business—Development of the Business”, in this report;
• Castlelake, a private credit investor specializing in asset based, aviation, and specialty finance;
• Angel Oak, a mortgage and consumer credit manager with a vertically integrated origination platform. For further discussion on our recent transaction with Angel Oak, refer to “Part I—Item 1. Business—Development of the Business”, in this report;
• LCM, a leader in European consumer and small and medium-sized enterprise loan markets;
• Primary Wave, a leading music rights investor; and
• 17Capital, a leader in NAV finance.

Our Products

• Our flagship opportunistic credit strategy, Global Opportunities, aims to generate consistently strong risk adjusted returns by investing in a diverse set of opportunities including distressed liquid credit, rescue financings, debtor-in-possession loans, bankruptcy exits, loan portfolios, platform investments, and opportunistic capital solutions in key economic regions across the globe.
• Brookfield Infrastructure Debt is our infrastructure debt fund series, which invests on behalf of our clients in mezzanine debt investments in high-quality, infrastructure and renewable power and transition assets.
• Brookfield Real Estate Finance Fund is our commercial real estate debt fund series, which targets investments in transactions that are senior to traditional equity and subordinate to first mortgages or investment-grade corporate debt.
• In addition to several other credit strategies, we also provide tailored separately managed accounts for our clients, with private credit investment programs designed for each of our clients’ specific risk, return, and prudential requirements. Each client’s private credit investment portfolio can be customized across multiple dimensions, including asset class, credit quality, duration, sector, and geography, with proprietary access to our broad-based private credit origination capabilities.

The credit investments managed by BAM and our partner managers enable our clients to have exposure to a broad range of credit strategies, including:

• Private Credit strategies focusing on underwriting and managing directly sourced credit investments on behalf of our clients, across various sectors, including infrastructure, renewable energy, real estate, corporate credit, royalties, aviation, equipment finance, as well as consumer and SME credit;
• Opportunistic Credit strategies that are designed to capitalize on market dislocations and inefficiencies to generate high returns. These strategies typically involve investing in distressed or special situations where credit is undervalued or overlooked by traditional investors;
• Structured Credit strategies investing across structured and asset-backed finance opportunities in infrastructure, renewable power and transition, real estate, fund finance, aviation, consumer and corporate credit and more; and
• Liquid Credit strategies investing across a broad spectrum of public debt securities, from investment-grade to high-yield.

Development of the Business

BAM is headquartered in New York, NY and was incorporated on July 4, 2022. BAM was formed by BN to facilitate the 2022 Arrangement.

The following is a summary of recent developments affecting BAM since January 1, 2025.

Asset Management Business

2025 Activity

In 2025, our asset management business benefited from strong fundraising across our flagship and complementary funds, with total fundraising of over $110 billion. The fundraising across our flagship series included over $10 billion for the second vintage of our global transition fund and our fifth real estate flagship fund, which held final closes during the year.

We also raised approximately $68.0 billion of capital this year across more than a dozen credit strategies and under our mandate with BWS. This includes raising nearly $31.6 billion across our Oaktree franchise, including the final close of our twelfth opportunities credit fund, $6.6 billion across our other partner managers, and $3.3 billion for the fourth vintage of our infrastructure debt fund. In addition, we raised a total of $25.2 billion from BWS.

Our Fee-Bearing Capital represents the total capital managed for which we earn fee revenue. Fee-Bearing Capital increased by $64 billion, or 12% to $603 billion in 2025; of this, 87% is long-dated or perpetual in nature, providing resiliency and predictability to our revenues. Increases to Fee-Bearing Capital of $91 billion were largely attributable to fundraising during the year. In addition, $25 billion of Fee-Bearing Capital growth was primarily driven by higher market capitalization of our listed affiliates (BEP, BIP, and BBU) as a result of a higher share prices during the year. These increases were partially offset by redemptions within our liquid and perpetual strategies, annuity-related outflows, and distributions from our long-term private funds.

The increase in Fee-Bearing Capital contributed to Fee Revenues of $5.5 billion and Fee-Related Earnings of $3.0 billion for 2025, which increased by 17% and 22%, respectively, compared to 2024. The increase in Fee-Related Earnings was partially offset by higher cash taxes and lower investment income resulting in Distributable Earnings of $2.7 billion for 2025, or an increase of 14% compared to 2024.

During the year, our asset management business deployed $65.6 billion across the strategies, including $10.9 billion from infrastructure, $6.9 billion from renewable power and transition, $4.0 billion from private equity, $7.5 billion from real estate and $36.3 billion from credit.

As at December 31, 2025, the asset management business had total uncalled private fund commitments of $134 billion of which approximately $63 billion is committed across the business groups and is currently not earning fees, but will become fee-bearing once the capital is invested. Once invested, we expect these commitments will earn approximately $630 million of additional Fee Revenues. In 2025, our investment strategies continued to focus on growing strategic partnerships and funds in a number of sectors including private credit, AI and clean energy. Some notable examples include:

• On February 10, 2025, Brookfield announced the launch of a €20 billion infrastructure investment program to support the deployment of AI infrastructure in France. Up to €15 billion of data center investment will be led by Brookfield’s portfolio company, Data4, one of Europe’s largest data center developers, headquartered in Paris. The investment of a further €5 billion is planned by Brookfield in France across associated AI infrastructure such as data transfer, chip storage and energy generation. The total €20 billion investment is projected to be delivered by 2030.
• On February 11, 2025, Oaktree Capital Management, L.P. announced the final close of Oaktree Opportunities Fund XII (“Opps XII”), with approximately $16 billion of commitments, including co-investment and affiliated vehicles. As of February 11, 2025, Opps XII had more than $7 billion invested or committed for investment in businesses that are diversified across geographies, sectors, and asset classes.
• On March 11, 2025, Brookfield announced the closing of its inaugural vintage of BISS, a middle-market infrastructure fund, achieving its fundraising target with approximately $1 billion of capital commitments. BISS’s strategy targets sectors in which Brookfield has established operations and significant asset expertise, drawing on the platform’s direct investment capabilities to source transactions and access differentiated opportunities.
• On June 4, 2025, Brookfield announced up to SEK 95 billion ($10 billion) of investment to support the development of AI infrastructure in Sweden. This investment represents one of Brookfield’s largest AI investments in Europe and extends the partnership with the Swedish government, its public authorities, academia and businesses in the region.
• On October 1, 2025, Brookfield announced it raised over $4 billion for the first closing of Brookfield Infrastructure Debt Fund IV reflecting continued significant support from both existing and new investors.
• On October 2, 2025, we acquired a 51.3% economic interest in Angel Oak, a leading asset manager delivering innovative mortgage and consumer products, for total cash consideration of approximately $149 million. This investment will reinforce Brookfield’s strategy of combining best-in-class credit managers alongside its direct investment capabilities across infrastructure credit, real estate credit, asset-backed finance, and corporate credit.
• On October 7, 2025, Brookfield announced the final institutional close for its flagship energy transition strategy, BGTF II, with $20 billion raised in fund commitments and strategic capital from a diverse range of existing and new investors. In addition, BGTF II secured approximately $3.5 billion of co-investment into its portfolio, bringing the total capital raised across the strategy in this vintage to approximately $23.5 billion.
• On October 13, 2025, Brookfield and Oaktree announced that they have agreed on a proposed transaction whereby Brookfield will acquire the approximately 26% interest in Oaktree that it does not already own. Upon completion of the proposed transaction, Brookfield will own 100% of Oaktree, one of the world’s premier credit managers, further strengthening Brookfield’s market-leading and broad-based credit platform. Under the proposed terms of the transaction, BAM and BN will acquire all of the remaining common equity interests in the Oaktree business for total consideration of

approximately $3 billion. The proposed transaction is expected to close in the first half of 2026, subject to regulatory approvals and customary closing conditions, and is expected to be accretive to both BAM and BN.

• On October 22, 2025, Brookfield announced the launch of BPE, an evergreen semi-liquid fund offering individual investors streamlined, diversified access to Brookfield’s global private equity platform through a single vehicle. BPE provides investors streamlined access to Brookfield’s leading private equity platform through a simplified investment process that includes monthly subscriptions and a low investment minimum.
• On November 19, 2025, Brookfield announced the launch of a $100 billion global AI Infrastructure program in partnership with NVIDIA and the Kuwait Investment Authority (“KIA”). Brookfield will anchor the program with the BAIIF, which launched with a target of $10 billion of equity commitments to invest in the backbone of AI. BAIIF has already received $5 billion of capital commitments from a select group of institutional and industry partners, including Brookfield, NVIDIA and KIA. BAIIF, together with additional capital from its co-investors and prudent financing, will acquire up to $100 billion of AI infrastructure assets, deploying investment across every stage of the value chain—from energy and land to data centers and compute.
• On December 9, 2025, Brookfield and Qai, Qatar’s AI company and a subsidiary of Qatar Investment Authority, announced a strategic partnership to establish a $20 billion joint venture focused on AI infrastructure in Qatar and select international markets. Under the partnership, Brookfield and Qai will contribute capital and operating expertise to invest in AI infrastructure in Qatar, including the development of fully integrated AI facilities, to support the country’s rapidly expanding digital and AI ecosystem. The partnership will benefit from strategic support from the Government of Qatar to invest in the skills and supply chain needed to support the backbone of AI infrastructure and the adoption of AI throughout Qatar.

Corporate

2026 Activity – to date

On January 9, 2026, BAM announced stock exchange approval of a share repurchase program to purchase up to 36.9 million Class A Shares, representing at the time approximately 10% of the public float of Class A Shares, through open market purchases on the NYSE and TSX. Under the share repurchase program, which commenced on January 13, 2026 and is set to expire on January 12, 2027, BAM has, as of February 23, 2026, purchased 1,652,552 Class A Shares at an average price of $50.25.

On February 4, 2026, BAM announced the appointment of Connor Teskey as Chief Executive Officer of BAM, with Bruce Flatt continuing in his role as Chair of the Board of BAM, in addition to his role as Chief Executive Officer of BN. BAM also declared a quarterly dividend of $0.5025 per share, representing a 15% increase relative to the prior year, payable on March 31, 2026, to shareholders of record as of the close of business on February 27, 2026.

2025 Activity

On January 9, 2025, BAM announced stock exchange approval of a share repurchase program to purchase up to 37.1 million Class A Shares, representing at the time approximately 10% of the public float of Class A Shares, through open market purchases on the NYSE and TSX. Under the share repurchase program, which commenced on January 13, 2025 and expired on January 12, 2026, BAM purchased 6,548,561 Class A Shares at an average price of $54.15.

On January 16, 2025, BAM announced the appointment of Bruce Flatt as Chair of the Board of BAM. He replaced Mark Carney, who on the same day announced his candidacy for the leadership of the Liberal Party of Canada. Concurrent with the launch of Mr. Carney's campaign, Brookfield accepted his resignation from BAM.

On February 4, 2025, BAM completed a corporate restructuring with BN by way of a court-approved plan of arrangement, which was originally announced on October 31, 2024, whereby BN transferred its approximate 73% interest in the asset management business to BAM in exchange for newly issued Class A Shares of BAM, on a one-for-one basis (the “2025 Arrangement”). After giving effect to the 2025 Arrangement, BAM owns 100% of Brookfield’s asset management business, and BN owns approximately 73% of the Class A Shares.

On February 12, 2025, BAM declared a quarterly dividend of $0.4375 per share, representing a 15% increase relative to the prior year, payable on March 31, 2025, to shareholders of record as of the close of business on February 28, 2025.

On April 24, 2025, BAM completed its inaugural offering of $750 million principal amount of 5.795% senior notes due 2035.

On September 4, 2025, BAM completed its offering of $750 million principal amount of 6.077% senior notes due 2055.

In October 2025, we and Cameco, our partner in Westinghouse Electric Company (“Westinghouse”), entered into an agreement with the U.S. Government to establish a strategic partnership which is expected to accelerate the scale deployment of Westinghouse’s nuclear reactor technologies in the U.S. and globally. Under the terms of the agreement, once the U.S. Government makes a final investment decision and enters into definitive agreements to complete the construction of new Westinghouse nuclear reactors in the

U.S. with an aggregate value of at least $80 billion before January 2029, a contingent profit interest in Westinghouse will vest for the U.S. Government. In addition, the agreement contemplates that the U.S. Government will arrange financing and facilitate the permitting and approvals for new Westinghouse nuclear reactors to be built in the U.S.

On November 13, 2025, BAM completed its offering of $600 million principal amount of 4.653% senior notes due 2030 and $400 million principal amount of 5.298% senior notes due 2036.

Organizational Structure

The following simplified diagram illustrates our organizational structure as at December 31, 2025.

Note: the 73% of Class A Shares owned or controlled by BN includes approximately 4% held by subsidiaries of BWS.

Employees

We have a team of over 5,800 investment and asset management professionals and employees, with greater than 50% of such professionals located in the U.S. and which includes Oaktree employees that will become BAM employees following the completion of the Oaktree Acquisition and approximately 1,500 fully-dedicated Brookfield operating employees, that are integral to the business, including individuals focused on our core investment strategies and those undertaking various corporate activities. Our long-term approach to our business influences everything we do, including how we make investment decisions, how we support and oversee our businesses, and how we develop our people and compensate them. Our employee compensation programs link a significant portion of employee rewards to successful investment outcomes. Our emphasis on fostering collaboration enables us to benefit from a diverse set of skills and experiences. Our talent management processes and our approach to long-term compensation encourage collaboration. This shows itself in a number of ways, including in the sharing of expertise and best practices through both formal and informal channels and building relationships and capabilities through employee secondments and transfers.

We have a group of dedicated operations professionals in all our key regions that have extensive experience leading businesses. We take an active role in enhancing the performance of the assets and businesses we invest in. As a result, our operations team is fully integrated – meaning our operations professionals sit alongside our experienced investment team working hand in hand from diligence to the execution of our business plan and through the monetization phase of an investment. The team works closely with the senior management teams of the companies in which we invest to develop and implement business improvements that enable us to increase cash flow and our return on capital. While enhancement opportunities may differ across assets and businesses, they generally involve a combination of strategic repositioning, focus on operational excellence and enhanced commercial execution.

We recognize that people drive our success, and therefore hiring, developing and retaining our people is one of our top priorities. We do this by ensuring our people are constantly engaged and provide a wide range of development opportunities across all levels. We aim to create an environment that is built on strong relationships and conducive to developing our workforce, and where individuals from diverse backgrounds can thrive.

Globally, we are supported by approximately 250,000 full-time operating employees. The chart below sets out our full-time operating employees by region as at December 31, 2025.

Note: “Other” employees under “Full-time operating employees by region” represents over 50 countries and no country makes up greater than 3% of the total balance.

Competition

BAM competes with many other firms in every aspect of our business, including fundraising, investment opportunities and hiring and retaining professionals. In our view, competition for fund investors is based primarily on investment performance, willingness to invest, investor perception of the investment manager, the investment manager’s reputation, duration of relationships, quality of services, pricing, fund terms including fees, and the relative attractiveness of our present or future investments. We believe that competition for investment opportunities is based primarily on the pricing, terms and structure (including financing conditions) of a proposed investment and certainty of execution.

Strong investment performance enhances our ability to compete for investors. Our investors and potential investors continually assess investment performance and our ability to raise capital for existing and future funds depends on our funds’ relative and absolute performance. If our investment returns or changes in investment mandates prevent us from raising further capital from our existing partners, we may need to identify and attract new investors in order to maintain or increase the size of our private funds. Further, as competition and disintermediation in the asset management industry increase, there may be pressure to reduce or modify our asset management fees, including base management fees and/or carried interest, or modify other terms governing our current asset management fee structure, in order to attract and retain investors.

There are other funds focused on renewable power and transition, infrastructure, private equity, real estate, and credit strategies that compete for investor capital. Fund managers have also increasingly adopted investment strategies outside of their traditional focus. Furthermore, as institutional fund investors increasingly consolidate their relationships for multiple investment products with a few investment firms, competition for capital from such investors may become more acute. Such consolidation may lead institutional fund investors to prefer more established investment firms, which could help us compete against newer entrants or investment firms that are smaller in size or offer more limited types of investment strategies.

Competition is also intense for the attraction and retention of qualified personnel. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new asset management and investment professionals and other employees and retain and motivate our existing personnel.

For additional information regarding the competitive risks that we face, please see “Part I—Item 1A. Risk Factors”.

Risk Management

Our Approach

Focus on Risk Culture Maintain an effective risk culture that aligns with our business strategy and risk appetite Centralized Oversight and Coordination Coordinated management of common risks across business and functional groups, with consistent approaches and practices Shared Execution Business and functional groups have primary responsibility for identifying and managing risks within their business

Managing risk is an integral and critical part of our business. We have a well-established, proactive and disciplined risk management approach that is based on clear operating methods and a strong risk management culture. We ensure that we have the necessary capacity and resilience to respond to changing environments by evaluating both current and emerging risks. A robust risk management framework and methodology, that is designed to enable comprehensive and consistent management of risk across the organization, has been implemented. We use a thorough and integrated risk assessment process to identify and evaluate risk areas across the business, including human capital, climate change, cybersecurity, liquidity, disruption, regulatory compliance and other strategic, financial, and operational risks. Management and mitigation approaches are tailored to the specific risk areas and executed by business and functional groups for their businesses and areas of responsibility, with appropriate coordination and oversight through centralized monitoring and reporting processes.

Focus on Risk Culture

A strong risk culture is the cornerstone of our risk management program: one that promotes measured and appropriate risk-taking, addresses current and emerging risks, and ensures employees conduct business with a long-term perspective and in a sustainable and ethical manner. This culture is reinforced by the strong commitment and leadership of our senior executives and supported by the policies and practices we have implemented, including our compensation approach.

Centralized Oversight and Coordination

We have implemented strong governance practices to monitor and oversee our risk management program. Management committees bring together required expertise to manage key risk areas, ensuring appropriate application and coordination of risk management practices across our business and functional groups, and include the following:

• Risk Management Steering Committee: supports the overall risk management program, and coordinates risk assessment and mitigation on an enterprise-wide basis.
• Investment Committees: the respective investment committee oversees the investment process and reviews and approves investment transactions of that business group.
• Conflicts Committee: resolves potential conflict situations related to investment processes and other corporate transactions.
• Financial Risk Oversight Committee: reviews and monitors financial exposures.
• Sustainability Leadership: oversees, coordinates and implements activities related to sustainability, including reviewing current and future initiatives, and monitoring sector and market trends.
• Safety Leadership Committee: promotes a strong safety culture, monitors safety trends, and sponsors strategic initiatives related to health, safety, security and environmental matters.
• Net Zero Steering Committee: develops decarbonization targets, operationalizes decarbonization approaches and shares best practices across the organization.
• Cyber Leadership Committee: facilitates knowledge sharing, including identification and mitigation of emerging threats, and enhances collaboration to help ensure efficient use of resources and maintenance of effective cybersecurity programs across business groups.
• Disclosure Committee: oversees the public disclosure of material information.

Shared Execution

Given the diversified and decentralized nature of our operations, we seek to ensure that risk is managed as close to its source as possible and by management teams that have the most knowledge and expertise in the specific business or risk area. As such, business specific risks—such as health and safety, environmental and other operational risks—are generally managed at the operating business level, as the risks vary based on the nature of each business. At the same time, we monitor key risks organization-wide to ensure adequacy of risk management, adherence to applicable Brookfield policies, and sharing of best practices.

For risks that are more pervasive and correlated in their impact across the organization—such as liquidity, foreign exchange and interest rates or where we can bring specialized knowledge—we utilize a coordinated approach that is centralized amongst our corporate and business groups. Management of strategic, reputational and regulatory and compliance risks are similarly coordinated to ensure consistent focus and implementation across the organization.

Regulatory Matters

Our business, including our investment advisory and broker-dealer business, is subject to substantial and increasing regulatory compliance obligations and oversight, and this higher level of scrutiny gives rise to certain risks.

See “Part I—Item 1A. Risk Factors—Risks Relating to our Business—We are subject to numerous laws, rules and regulatory requirements which may impact our business, including resulting in financial penalties, loss of business and/or damage to our reputation in instances of non-compliance”.

Intellectual Property

BAM has a non-exclusive, royalty-free license to use the name “Brookfield” and the “Brookfield” logo. See “Part III—Item 13. Certain Relationships and Related Transactions, and Director Independence—Trademark Sublicense Agreement”. Other than under this limited license, BAM does not have a legal right to the “Brookfield” name or the “Brookfield” logo.

Sustainability

Sustainability at Brookfield

We believe that value creation and sustainable business practices are complementary goals. Drawing on more than 100 years of experience as an owner and operator, we invest for value and seek to generate strong risk-adjusted returns for our clients across economic cycles. Our investment strategy has remained consistent throughout our history—we focus on utilizing our operational expertise to enhance long-term value through strategic and operational improvements within our operating businesses and portfolio companies.

Our Sustainability Policy codifies our longstanding strategy of integrating sustainability considerations into decision-making. It is based on the following guiding principles: mitigating the impact of our operations on the environment; striving to promote the well-being and safety of our workforce; upholding strong governance practices and acting as good corporate citizens.

For further information, we publish on our website an annual sustainability report, which provides details about our approach to integrating sustainability across our business. Our disclosures consider the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) standards, and are aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations.

Sustainability Organization and Governance

Our Board oversees our business, including reviewing major strategic initiatives and receiving progress reports on the firm’s sustainability initiatives throughout the year.

Our approach to sustainability has sponsorship and oversight from the CEOs and sustainability leads of each business group, supported by senior executives. Functional leaders (i.e., Technology Services and Human Resources) are responsible for developing, implementing and monitoring relevant sustainability factors within their functional area.

Integrating Sustainability into Our Investment Process

As part of our due diligence over investments where we have control or significant influence, we seek to assess sustainability-related opportunities and risks and factor them into the overall investment decision. This includes leveraging industry guidance to identify sustainability factors most likely to materially impact the financial condition or operating performance of companies in a given sector.

Our Sustainability Due Diligence Protocol provides guidance to investment teams on assessing bribery and corruption, cybersecurity, health and safety, human rights, modern slavery and climate-related risks, among other factors. Where warranted, we perform deeper due diligence, working with internal and third-party experts, as appropriate.

Investments, other than de minimis or follow on investments, must be approved by the applicable Investment Committee. Investment teams present the Investment Committee with the merits of each transaction, its material risks, mitigants and significant opportunities for improvement, including sustainability aspects and their potential implications for investment returns. As part of each acquisition, investment teams develop a customized integration plan that encompasses, among other items, material sustainability-related matters for evaluation or implementation.

Consistent with our management approach, it is the responsibility of management teams within each portfolio company to manage sustainability opportunities and risks through the investment’s life cycle, supported by our relevant investment teams. Management teams regularly report to their respective boards of directors from both financial and operating perspectives, including key performance indicators that incorporate material sustainability factors.

When preparing an asset for divestiture, we seek to outline potential value creation deriving from several different factors, including relevant sustainability considerations.

Human Capital Development

Our people are our most important asset. The core values of collaboration, entrepreneurship and discipline underpin our firmwide culture. We invest in our people and prepare them for future leadership. Our firmwide culture, from our dealings with clients to the interactions among employees and executives, is defined by mutual respect, teamwork and passion, and revolves around our core values:

• Collaboration: Leadership works side by side with colleagues throughout the organization and is committed to achieving shared success. One of the key attributes that we screen carefully for in new hires is their aptitude to collaborate with others. The firm wants people to share information across groups and take an interest in all the businesses, not just the one they happen to work for at any particular point in time. We do not hire people just for a specific job; we hire for the potential of all the future positions they might hold and that will contribute to the broader success of the firm.
• Entrepreneurship: Our flat organization is results-oriented—responsibility is earned based on initiative and hard work, rather than job title—and decisions are made close to the action. This principle is not uncommon, but we have encouraged our entrepreneurial spirit throughout our growth. We look for employees who have a passion not only for what they do but also for what the firm does. The shared values of ownership extend beyond helping the company succeed or generate more revenue. It means caring about the little things as well, such as not wasting money and treating everyone with respect.
• Discipline: Our team shares an awareness of, and commitment to, our goal of generating superior long-term returns for investors. Discipline also requires that each person is expected to have a realistic understanding of his or her own abilities. We expect employees to understand their strengths, recognize their weaknesses, be willing to stretch outside their comfort zones, and be willing to ask for help when necessary.

Website and Available Information

Our website address is https://bam.brookfield.com. Information on our website is not incorporated by reference herein and is not a part of this report. We make available free of charge on our website or provide a link on our website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to our website, and then visit the “SEC Filings” section under the “Reports & SEC Filings” tab. These reports and the other documents we file with the SEC are available at a website maintained by the SEC at www.sec.gov (http://www.sec.gov). You can also access them on the CSA website at www.sedarplus.ca (http://www.sedarplus.ca).

From time to time, we may use our website as a channel of distribution of material information. Financial and other material information regarding our company is routinely posted on and accessible at https://bam.brookfield.com. In addition, you may automatically receive e-mail alerts and other information about our company by enrolling your e-mail address by visiting the “Email Alerts” section of our website under the “Contacts & Alerts” tab.

You should carefully consider the following risk factors, in addition to other information set forth in this Annual Report. If any of the following risks were actually to occur, our business, financial condition and results of operations and the prospects and value of the Class A Shares would likely be materially impacted.

Risks Relating to Our Business

The trading price of the Class A Shares is subject to volatility due to market conditions and other factors and cannot be predicted.

The market price of our Class A Shares may be volatile and could fluctuate significantly in response to factors both related and unrelated to our operating performance and/or future prospects, including, but not limited to: (i) variations in our operating results and financial condition; (ii) actual or prospective changes in government laws, rules or regulations affecting our business and our managed assets; (iii) material announcements by us, our affiliates or our competitors; (iv) the general state of the securities markets; (v) market conditions and events specific to the industries in which we and our managed assets operate; (vi) changes and developments in general economic, political, or social conditions, including as a result of pandemics/epidemics and related economic disruptions; (vii) changes in the values of our investments and distributions or changes in the amount of interest paid in respect of investments; (viii) differences between our actual financial results and those expected by investors and analysts; (ix) changes in analysts’ recommendations or earnings projections; (x) the depth and liquidity of the market for the Class A Shares; (xi) dilution from the issuance of additional equity; (xii) investor perception of our business, our managed assets and the sectors in which we deploy the funds from our strategies; (xiii) investment restrictions; (xiv) our dividend policy; (xv) the departure of key executives; (xvi) sales of Class A Shares by senior management or significant shareholders; and (xvii) the materialization of other risks.

Deficiencies in our public company financial reporting and disclosures could adversely impact our reputation.

As we expand the size and scope of our business, there is a greater susceptibility that our financial reporting and other public disclosure documents may contain material misstatements and that the controls we maintain to attempt to ensure the complete accuracy of our public disclosures may fail to operate as intended. The occurrence of such events could adversely impact our reputation and financial condition. In addition, we disclose certain metrics that do not have standardized meaning, are based on our own methodologies and assumptions and may not properly convey the information they purport to reflect.

Management is responsible for establishing and maintaining adequate internal control over financial reporting to give our stakeholders assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in conformity with U.S. GAAP. However, the process for establishing and maintaining adequate internal control over financial reporting has inherent limitations, including the possibility of human error. In addition, we may exclude recently acquired companies from our evaluation of internal controls.

Our internal control over financial reporting may not prevent or detect misstatements in our financial disclosures on a timely basis, or at all. Some of these processes may be new for certain subsidiaries in our structure, and in the case of acquisitions, may take time to be fully implemented.

Our disclosure controls and procedures are designed to provide assurance that information required to be disclosed by us in reports filed or submitted under U.S. and Canadian securities laws is recorded, processed, summarized and reported within the time periods specified. Our policies and procedures governing disclosures may not ensure that all material information regarding us is disclosed in a proper and timely fashion, or that we will be successful in preventing the disclosure of material information to a single person or a limited group of people before such information is generally disseminated.

As at December 31, 2025, the results of our asset management business are consolidated into BAM's financial statements. However, as a result of the 2025 Arrangement, management has excluded from its evaluation the internal control over financial reporting of our asset management business. The total assets, net assets, total revenues and net income subject to our asset management business’ internal control over financial reporting of the consolidated financial statement amounts as of and for the year ended December 31, 2025 are disclosed in “Part II—Item 9A. Controls and Procedures” in this report.

If BAM or our auditors were to conclude that our internal control over financial reporting were not effective in respect of any reporting period, investors could lose confidence in our reported financial information and the price of our Class A Shares could decline. Our failure to achieve and maintain effective internal controls could have a materially adverse effect on our business, our ability to access capital markets and our reputation. In addition, material weaknesses in our internal controls could require significant expense and management time to remediate.

Investors may find it difficult or impossible to effect service of process and enforce judgments against us, our directors and our executive officers.

BAM is headquartered in New York, NY, but some of its officers and directors are not residents of the U.S., and a portion of the assets of BAM and said persons are located outside the U.S.. As a result, it may be difficult for U.S. investors to: (i) effect service of process within the U.S. upon BAM or those directors and officers who are not residents of the U.S.; or (ii) realize in the U.S. upon judgments of courts of the U.S. predicated upon the civil liability provisions of the U.S. federal securities laws. Investors outside of the U.S. will similarly find it difficult to enforce judgments obtained outside of the U.S.

We are subject to numerous laws, rules and regulatory requirements which may impact our business, including resulting in financial penalties, loss of business and/or damage to our reputation in instances of non-compliance.

There are many laws, governmental rules and regulations and listing exchange rules that apply to our business and our managed assets. Changes in these laws, rules and regulations, or their interpretation by governmental agencies or the courts, could adversely affect our business, our managed assets, or our prospects, or those of our affiliates, customers, clients or partners. The failure of BAM, our asset management business or the entities that we manage to comply with these laws, rules and regulations, or with the rules and registration requirements of the respective stock exchanges on which we and they are listed, could adversely affect our reputation and financial condition.

Our business, including our investment advisory and broker-dealer business, is subject to substantial and increasing regulatory compliance obligations and oversight, and this higher level of scrutiny may lead to more regulatory enforcement actions. There continues to be uncertainty regarding the appropriate level of regulation and oversight of asset management businesses in a number of jurisdictions in which we operate. The financial services industry has been the subject of heightened scrutiny and enforcement actions. Regulatory investigations and/or enforcement actions by our regulators could have a material adverse effect on our business and/or reputation. In addition, the introduction of new legislation and increased regulations may result in increased compliance costs and could materially affect the manner in which we conduct our business and adversely affect our profitability. Although there may be some areas where governments in certain jurisdictions propose deregulation, it is difficult to predict the timing and impact of any such deregulation, and we may not materially benefit from any such changes.

Our business is not only regulated in the U.S., but also in other jurisdictions where we conduct operations including, but not limited to, the E.U., the U.K., Canada, Brazil, Colombia, Australia, India and South Korea. Similar to the environment in the U.S., our business and how we market in jurisdictions outside the U.S. have become subject to further regulation. Governmental agencies around the world have proposed or implemented a number of initiatives and additional rules and regulations that could adversely affect our business and our managed assets, and governmental agencies may propose or implement further rules and regulations in the future. These rules and regulations may impact how we market in these jurisdictions and introduce compliance obligations with respect to disclosure and transparency, as well as restrictions on investor participation and distributions. Such regulations may also prescribe certain capital requirements on our managed assets, and conditions on the leverage our managed assets may employ and the liquidity these managed assets must have. Compliance with additional regulatory requirements will impose additional restrictions and expenses for us and could reduce our operating flexibility and fundraising opportunities.

The broker-dealer side of our managed assets is regulated by the SEC, the various Canadian provincial and territorial securities commissions and administrators, as well as self-regulatory organizations, including the Financial Industry Regulatory Authority in the U.S. These regulatory bodies may conduct administrative or enforcement proceedings that can result in censure, fine, suspension or expulsion of a broker-dealer, its directors, officers or employees. Such proceedings, whether or not resulting in adverse findings, can require substantial expenditures and can have an adverse impact on the reputation of a broker-dealer.

The advisors of certain of our managed assets are registered as investment advisers with the SEC. Registered investment advisers are subject to the requirements and regulations of the Investment Advisers Act of 1940, which grants U.S. supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with laws or regulations. If such powers are exercised, the possible sanctions that may be imposed include the suspension of individual employees, limitations on the activities in which the investment adviser may engage, suspension or revocation of the investment adviser’s registration, censure and fines. Compliance with these requirements and regulations results in the expenditure of resources, and a failure to comply could result in investigations, financial or other sanctions, and reputational damage.

The Investment Company Act and the rules promulgated thereunder provide certain protections to investors and impose certain restrictions on entities that are deemed “investment companies” under the Investment Company Act. We are not currently, nor do we intend to become, an investment company under the Investment Company Act. To ensure that we are not deemed to be an investment company, we may be required to materially restrict or limit the scope of our operations or plans and the types of acquisitions that we may make, and we may need to modify our organizational structure or dispose of assets that we would not otherwise dispose of. If we were required to register as an investment company, we would face severe limitations on the operation of our business. Among other things, we would be prohibited from engaging in certain business activities (or have conditions placed on our business activities), face restrictions on engaging in transactions with affiliated entities and issuing certain securities or engaging in certain types of financings, be restricted with respect to the amount and types of borrowings we are permitted to obtain, be required to limit the amount of investments that we make as principal, and face other limitations on our activities.

We have and may become subject to additional regulatory and compliance requirements as we expand our product offerings and investment platform which likely will carry additional legal and compliance costs, as well as additional operating requirements that may also increase costs.

Our strategies primarily invest in renewable power and transition, infrastructure, business services, real estate and industrial assets. In doing so, our managed assets are required to comply with extensive and complex municipal, state or provincial, national and international laws and regulations. These laws and regulations can result in uncertainty and delays and impose additional costs, which may adversely affect our results of operations. Changes in these laws and regulations may negatively impact us and our managed assets or may benefit our competitors and their businesses.

Additionally, liability under such laws, rules and regulations may occur without our fault. In certain cases, parties can pursue legal actions against us to enforce compliance as well as seek damages for non-compliance or for personal injury or property damage. Our insurance may not provide sufficient coverage in the event that a successful claim is made against us.

Most of our funds rely on Rule 506 of Regulation D under the Securities Act to raise capital from investors. Rule 506 is not available to issuers deemed to be “bad actors” under Rule 506 if a covered person of the issuer has been the subject to certain criminal, civil or regulatory disqualifying events. Covered persons include, among others, the issuer, executive officer or other officer participating in the offering of the issuer, any general partner or managing member of the foregoing entities, any promoter of the issuer and any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities. If one or more of our funds were to lose the ability to rely on the Rule 506 exemption because a covered person has been the subject of a disqualifying event, our business, financial condition and results of operations could be materially and adversely affected.

Federal, state and foreign anti-bribery and corruption and trade sanctions laws and restrictions on foreign direct investment applicable to us and our managed assets create the potential for significant liabilities and penalties, the inability to complete transactions, imposition of significant costs and burdens, and reputational harm and we may also be subject to various governmental investigations.

We are from time to time subject to various governmental investigations, audits and inquiries, both formal and informal. These investigations, regardless of their outcome, can be costly, divert management attention and damage our reputation. The unfavorable resolution of such investigations could result in criminal liability, fines, penalties or other monetary or non-monetary sanctions and could materially affect our business or results of operations.

We are subject to a number of laws and regulations governing payments and contributions to public officials or other third parties both domestically and in respect of managed assets abroad, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), various federal and state corruption laws, and similar laws in non-U.S. jurisdictions, such as the U.K. Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”) and Part IV of the Criminal Code (Canada), the Brazilian Clean Companies Act, the Australian Criminal Code Act 1995, the Indian Prevention of Corruption Act 1988, and the Bermudian Bribery Act 2016. This global focus on anti-bribery and corruption enforcement may also lead to more investigations, both formal and informal, in this area, the results of which cannot be predicted.

Instances of bribery, fraud, accounting irregularities and other improper, illegal or corrupt practices can be difficult to detect, in particular when conducting due diligence in connection with acquisitions, and fraud and other deceptive practices can be widespread in certain jurisdictions. We invest in emerging market countries that may not have established stringent anti-bribery and corruption laws and regulations, where existing laws and regulations may not be consistently enforced, or that are perceived to have materially higher levels of corruption according to international rating standards. Due diligence on investment opportunities in these jurisdictions is frequently more challenging because consistent and uniform commercial practices in such locations may not have developed or do not meet international standards. Bribery, fraud, accounting irregularities and corrupt practices can be especially difficult to detect in such locations. When acquiring assets in distress, the quality of financial information of the target may also make it difficult to identify irregularities.

The FCPA prohibits bribery of non-U.S. officials, candidates for office and political parties, and requires U.S. companies to keep books and records that accurately and fairly reflect those companies’ transactions. Similar laws in non-U.S. jurisdictions, such as the U.K. Bribery Act 2010 and the CFPOA, as well as other applicable anti-bribery and corruption or related laws in the U.S. and abroad, may also impose stricter or more onerous requirements than the FCPA, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. The policies and procedures we have implemented to comply with anti-bribery and corruption legislation may be inadequate. If we fail to comply with such laws and regulations, we could be exposed to claims for damages, financial penalties, incarceration of our employees, reputational harm, restrictions on our operations and other liabilities, which could negatively affect our operating results and financial condition. In addition, we may be subject to successor liability for violations under these laws and regulations or other acts of bribery committed by entities in which we or our managed assets invest.

We are also subject to laws and regulations governing trade and economic sanctions. The Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State administer and enforce various trade control laws and regulations, including economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. These laws and regulations implicate a number of aspects of our business, including servicing existing fund investors, finding new fund investors, and sourcing new investments, as well as activities by our managed assets or other controlled investments. Some of these regulations provide that penalties can be imposed on us for the conduct of our managed assets, even if we have not ourselves violated any regulation. Similar laws in non-U.S. jurisdictions, such as the Special Economic Measures Act (Canada), the United Nations Act (Canada) and the Justice for Victims of Corrupt Foreign Officials Act (Canada), and E.U. sanctions, may also impose restrictions or requirements on us or our managed assets. Anti-corruption, anti-money laundering, economic sanctions, and trade control laws imposed by non-U.S. jurisdictions, such as E.U. and U.K. sanctions or blocking statutes and the U.K. Bribery Act, may also impose stricter or more onerous requirements than the FCPA, OFAC, the U.S. Department of Commerce, the U.S. Department of State or U.S. Department of Treasury, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. Different laws may also contain conflicting provisions, making compliance with all laws more difficult. In February 2022, the U.S. and other countries began imposing meaningful sanctions targeting Russia as a result of actions taken by Russia in Ukraine. We and our managed assets are required to comply with these and potentially additional sanctions imposed by the U.S. and by other countries, for which the full costs, burdens and limitations on our business and prospects are currently unknown and may become significant.

In addition, the U.S. and many non-U.S. countries that have laws designed to protect national security or to restrict foreign direct investment. For example, under the United States Foreign Investment Risk Review Modernization Act of 2018, the Committee on Foreign Investment in the United States has the authority to review, block or impose conditions on investments by non-U.S. persons in U.S. companies or real assets deemed critical or sensitive to the U.S. Many non-U.S. jurisdictions have similar laws. For example, the E.U. has adopted an E.U.-wide mechanism to screen foreign investment on national security grounds and most E.U. member states now have a foreign investment screening mechanism in place or has initiated a consultative or legislative process expected to result in the adoption of a new mechanism or amendments to an existing mechanism, adopted a regulation aimed at regulation of foreign subsidies that could distort the internal E.U. market.

Under these laws, governments have the authority to impose a variety of actions, including requirements for the advance screening or notification of certain transactions, blocking or imposing conditions on certain transactions, limiting the size of foreign equity investments or control by foreign investors, and restricting the employment of foreigners as key personnel. These actions could limit our ability to find suitable investments, cause delays in consummating transactions, result in the abandonment of transactions, and impose burdensome operational requirements on us or our managed assets. These laws could also negatively impact our fundraising and syndication activities by causing us to exclude or limit certain investors in our funds or co-investors for our transactions. Moreover, these laws may make it difficult for us to identify suitable buyers for our investments that we want to exit and could constrain the universe of exit opportunities generally. Complying with these laws imposes potentially significant costs and complex additional burdens, and any failure by us or our managed assets to comply with them could expose us to significant penalties, sanctions, loss of future investment opportunities, additional regulatory scrutiny, and reputational harm.

Foreign exchange rate fluctuations could adversely impact our aggregate foreign currency exposure and hedging strategies may not be effective.

We have pursued and intend to continue to pursue growth opportunities in international markets, and often deploy capital in countries where the U.S. dollar is not the local currency. As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. A significant depreciation in the value of the currency utilized in one or more countries where we have a significant presence may have a material adverse effect on the results of our operations and financial position. In addition, we are active in certain markets where economic growth is dependent on the price of commodities and the currencies in these markets can be more volatile as a result.

Our business and our managed assets are impacted by changes in currency rates, interest rates, commodity prices and other financial exposures. We may selectively utilize financial instruments to manage these exposures, including credit default swaps and other derivatives to hedge certain of our financial positions. However, a significant portion of these risks may remain unhedged. We may also choose to establish unhedged positions in the ordinary course of business.

There is no assurance that hedging strategies, to the extent they are used, will fully mitigate the risks they are intended to offset. Additionally, derivatives that we may use are also subject to their own unique set of risks, including counterparty risk with respect to the financial well-being of the party on the other side of these transactions and a potential requirement to fund mark-to-market adjustments. Our financial risk management policies may not ultimately be effective at managing these risks.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and similar laws in other jurisdictions impose rules and regulations governing oversight of the over-the-counter derivatives market and its participants. These regulations may impose additional costs and regulatory scrutiny on us. If our derivative transactions are required to be executed through exchanges or regulated facilities, we will face incremental collateral requirements in the form of an initial margin and require variation margin to be cash settled on a daily basis. Such an increase in margin requirements (relative to bilateral agreements) or a more restricted list of securities that qualify as eligible collateral, would require us to hold larger positions in cash and treasuries, which could reduce income. We cannot predict the effect of changing derivatives legislation on our hedging costs, our hedging strategy or its implementation, or the risks that we hedge. Regulation of derivatives may increase the cost of derivative contracts, reduce the availability of derivatives to protect against operational risk and reduce the liquidity of the over-the-counter derivatives market, all of which may reduce our use of derivatives and result in the increased volatility and decreased predictability of our cash flows.

Further increases in interest rates could increase our interest costs and adversely affect our financial performance.

Many long-life assets are interest rate sensitive. Further increases in interest rates will, other things being equal, decrease the value of an asset by reducing the present value of the cash flows expected to be produced by such asset. As the present value of an income-producing asset may decline as a result of interest rate increases, certain financial and other covenants under credit agreements governing such asset could be breached, even if we have satisfied and continue to satisfy our payment obligations thereunder. Such a breach could result in negative consequences on our financial performance and results of operations.

Additionally, any of our debt or preferred shares that are subject to variable interest rates, either as an obligation with a variable interest rate or as an obligation with a fixed interest rate that resets into a variable interest rate in the future, are subject to interest rate risk. Further, the value of any debt or preferred share that is subject to a fixed interest rate will be determined based on the prevailing interest rates and, accordingly, this type of debt or preferred share is also subject to interest rate risk.

In many jurisdictions in which we operate, a period of sharply increasing interest rates may cause certain market dislocations that could negatively impact our financial performance, increase the cost and impact the availability of debt financing and thereby negatively impact the ability of our managed assets to obtain attractive financing or refinancing and could increase the cost of such financing if obtained. Many factors may impact us and our managed assets, including interest rate increases, which would impact the amount of revenue generated by our managed assets and may lead to an increase in the amount of cash required to service our obligations.

Political instability, changes in government policy or unfamiliar cultural factors could adversely impact the value of our investments.

We are subject to geopolitical uncertainties in all jurisdictions in which we operate. We make investments in businesses that are based outside of the U.S. and we may pursue investments in unfamiliar markets, which may expose us to additional risks not typically associated with investing in the U.S.. We may not properly adjust to the local culture and business practices in such markets, and there is the prospect that we may hire personnel or partner with local persons who might not comply with our culture and ethical business practices; either scenario could result in the failure of our initiatives in new or existing markets and lead to financial losses for us and our managed assets. There are risks of political instability and significant changes in laws and policies in several of our major markets and in other parts of the world in which we conduct business from factors such as political conflict, tariffs and other protectionist trade policies, including the encouragement of the onshoring of manufacturing in the U.S. and other countries, income inequality, refugee migration, terrorism, armed conflict, the potential break-up of countries or political-economic unions and political corruption; the materialization of one or more of these risks could negatively affect our financial performance.

Further, conflict in Eastern Europe has contributed to global economic uncertainty, resulted in volatility in fuel prices, and heightened cybersecurity and cyber-terrorism disruptions and threats. Further economic and political instability and the commencement, escalation or expansion of armed conflict in Eastern Europe, the Middle East, or elsewhere in the world could significantly disrupt the free movement of goods, services and people, have a destabilizing effect on energy markets and result in potential higher costs of conducting business. Similarly, the inability of local and national governments to effectively manage ongoing political disputes could result in local, regional and/or global instability. The materialization of one or more of these risks could negatively affect our financial performance and adversely impact our business.

Any existing or new operations may be subject to significant political, economic and financial risks, which vary by country, and may include: (i) changes in government policies and regulations, including tariffs and other protectionist policies, or personnel; (ii) changes in general economic or social conditions; (iii) restrictions on currency transfer or convertibility; (iv) changes in labor relations; (v) military conflict, political instability and civil unrest; (vi) less developed or efficient financial markets than in North America; (vii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements; (viii) less government supervision and regulation; (ix) a less developed legal or regulatory environment; (x) heightened exposure to corruption risk; (xi) political hostility to investments by foreign investors; (xii) less publicly available information in respect of companies in non-North American markets; (xiii) adversely higher or lower rates of inflation; (xiv) higher transaction costs; (xv) difficulty in enforcing contractual obligations and expropriation or confiscation of assets; and (xvi) fewer investor protections.

Unforeseen political events in markets where we have significant investors and/or where we have managed assets or may look to for further growth of our assets and businesses, such as the North American, South American, Australian, European, Middle Eastern and Asian markets, may create economic uncertainty that has a negative impact on our financial performance. Such uncertainty could cause disruptions to our businesses, including affecting our managed assets and/or our relationships with our investors, customers and suppliers, as well as altering the relationship among tariffs and currencies, including the value of foreign currencies relative to the U.S. dollar. Disruptions and uncertainties could adversely affect our financial condition, operating results and cash flows. In addition, political outcomes in the markets in which we operate may also result in legal uncertainty and potentially divergent national laws and regulations, which can contribute to general economic uncertainty. Economic uncertainty impacting us and our managed assets could be exacerbated by supply chain disruptions, trade policy and geopolitical tensions.

Unfavorable economic conditions or changes in the industries in which we operate could adversely impact our financial performance.

We are exposed to local, regional, national and international economic conditions and other events and occurrences beyond our control, including, but not limited to, the following: short-term and long-term interest rates; inflation; credit and capital market volatility; business investment levels; government spending levels; sovereign debt risks; consumer spending levels; changes in laws, rules or regulations; trade barriers; supply chain disruptions; commodity prices; currency exchange rates and controls; national and international political circumstances (including wars, terrorist acts or security operations); catastrophic events (including pandemics/epidemics, earthquakes, tornadoes or floods); the rate and direction of economic growth; and general economic uncertainty. On a global basis, certain industries and sectors have created capacity that anticipated higher growth, which has caused volatility across all markets, including commodity markets, which may have a negative impact on our financial performance. Unfavorable economic conditions could affect the jurisdictions in which our entities are formed and where we and our managed assets operate businesses, and may cause a reduction in: (i) securities prices; (ii) the liquidity of investments made by our managed assets; (iii) the value or performance of the investments made by our managed assets; and (iv) the ability of us and our managed assets to raise or deploy capital, each of which could adversely impact our financial condition.

In general, a decline in economic conditions, either in the markets or industries in which our strategies invest, or both, will result in downward pressure on our operating margins and asset values as a result of lower demand and increased price competition for the services and products that we provide. In particular, given the importance of the U.S. to our operations, an economic downturn in this market could have a significant adverse effect on our operating margins and asset values.

Many of our private funds have a finite life that may require us to exit an investment made in a fund at an inopportune time. Volatility in the exit markets for these investments, increasing levels of capital required to finance companies to exit and rising enterprise value thresholds to go public or complete a strategic sale can all contribute to the risk that we will not be able to exit a private fund investment successfully. We cannot always control the timing of our private fund investment exits or our realizations upon exit. See “—Actions or conduct that have a negative impact on our investors’ or stakeholders’ perception of us could adversely impact our ability to attract and/or retain investor capital and generate fee revenue”. If global economic conditions deteriorate, our investment performance could suffer, resulting in, for example, the payment of less or no carried interest to us. The payment of less or no carried interest to us could cause our cash flow from operations to decrease, which could materially adversely affect our liquidity position and the amount of cash we have on hand to conduct our operations. A reduction in our cash flow from our Fee-Bearing Capital strategies and products could, in turn, require us to rely on other sources of cash such as the capital markets, which may not be available to us on acceptable terms, or debt and other forms of leverage.

In addition, in an economic downturn, there is an increased risk of default by counterparties to our investments and other transactions. In these circumstances, it is more likely that such transactions will fail or perform poorly, which may in turn have a material adverse effect on our business, results of operation and financial condition.

Inflationary pressures could adversely impact our businesses.

Our managed assets are impacted by inflationary pressures. While inflationary pressures eased in 2025 across many jurisdictions, past price increases continue to affect households and weigh on confidence and spending power. Increased tariffs, retaliatory actions and trade barriers, as well as increased geopolitical risks, add uncertainty to the long-term outlook for inflation and interest rates and a reacceleration of inflation could trigger a reversal in recent interest rate decreases. Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world. Interest rate risk poses a significant market risk to us as a result of interest rate-sensitive assets and liabilities held by us and our managed assets. Higher interest rates or elevated interest rates for a sustained period could also result in an economic slowdown. Economic contraction or further deceleration in the rate of growth in certain industries, sectors or geographies may contribute to poor financial results at our managed assets. While regulated and contractual arrangements in our managed assets can provide significant protection against inflationary pressures, any sustained upward trajectory in the inflation rate may still have an impact on our managed assets and our investors, and could impact our ability to source suitable investment opportunities, match or exceed prior investment strategy performance and secure attractive debt financing, all of which could adversely impact our managed assets and our growth and capital recycling initiatives.

Catastrophic events (or combination of events), such as earthquakes, tornadoes, floods, wildfires, pandemics/epidemics, climate change, military conflict/war or terrorism/sabotage, could adversely impact our financial performance.

Our managed assets could be exposed to the effects of catastrophic events, such as severe weather conditions, natural disasters, major accidents, pandemics/epidemics, acts of malicious destruction, climate change, war/military conflict or terrorism, which could materially adversely impact our operations.

A local, regional, national or international outbreak of a contagious disease, such as COVID-19, which spreads across the globe at a rapid pace impacting global commercial activity and travel, or future public health crises, epidemics or pandemics, could materially and adversely affect our results of operations and financial condition due to disruptions to commerce, reduced economic activity and other unforeseen consequences that are beyond our control.

Natural disasters and ongoing changes to the physical climate in which we and our managed assets operate may have an adverse impact on our business, financial position, results of operations or cash flows. Changes in weather patterns or extreme weather (such as floods, wildfires, droughts, hurricanes and other storms) may negatively affect our managed assets’ operations or damage assets that we may own or develop. Further, rising sea levels and/or other types of flooding could, in the future, affect the value of any coastal or other real assets and businesses that we may manage. Climate change may increase the frequency and severity of severe weather conditions and may change existing weather patterns in ways that are difficult to anticipate. Responses to and impacts from these changes could result in lower revenues and/or higher costs, such as the imposition of new property taxes, limited availability of insurance, increases in insurance rates or additional capital or operating expenditures.

Our managed assets forming part of our commercial office strategy are concentrated in large metropolitan areas, some of which have been or may be perceived to be threatened by terrorist attacks or acts of war. Furthermore, many of such properties consist of high rise buildings that may also be subject to this actual or perceived threat. The perceived threat of a terrorist attack or outbreak of war could negatively impact our ability to lease office space in our managed real estate portfolio. Renewable power and infrastructure assets that we manage, such as roads, railways, power generation facilities and ports, may also be targeted by terrorist organizations or in acts of war. Any damage or business interruption costs as a result of uninsured or underinsured acts of terrorism or war could result in a material cost to us and could adversely affect our business, financial condition or results of operation. Adequate terrorism insurance may not be available at rates we believe to be reasonable in the future. These risks could be heightened by foreign policy decisions of the U.S. (where we have significant operations) and other influential countries or general geopolitical conditions.

Additionally, our managed assets rely on free movement of goods, services and capital from around the globe. Any slowdown in international investment, business or trade as a result of catastrophic events could also have a material adverse effect on our business, financial position, results of operations or cash flows.

Ineffective management of environmental and sustainability issues, including climate change, and inadequate or ineffective health and safety programs could damage our reputation, adversely impact our financial performance and lead to regulatory action.

There is increasing stakeholder interest in sustainability considerations and how they are managed. Sustainability considerations include climate change, human capital and labor management, corporate governance, diversity and privacy and data security, among others. Certain investors and lenders are incorporating sustainability considerations into their investment or lending process, respectively, alongside traditional financial considerations. Investors or potential investors may not invest in all our products given certain industries in which we operate. If we are unable to successfully integrate sustainability considerations into our practices, we may incur a higher cost of capital, lower interest in our debt securities and/or equity securities or otherwise face a negative impact on our business, operating results and cash flows and result in reputational damage.

Certain of our managed assets may be subject to compliance with laws, regulations, regulatory rules and/or guidance relating to sustainability, and any failure to comply with these laws, regulations, regulatory rules and/or guidance could expose us to material adverse consequences, including loss, limitations on our ability to undertake licensable business, legal liabilities, financial and non-financial sanctions and penalties, and/or reputational damage. Sustainability requirements imposed by jurisdictions in which we do business, such as the E.U. Sustainable Finance Disclosure Regulation (2019/2088), could (a) result in additional compliance costs, disclosure obligations or other implications or restrictions; and/or (b) impact our established business practices, cost base and, by extension, our profitability.

Sustainability-related requirements and market practices differ by region, industry and issue and are evolving dynamically, and the sustainability requirements applicable to us, our managed assets or our assessment of such requirements or practices may change over time. Under emerging sustainability requirements, we may be required to classify our businesses against, or determine the alignment of underlying investments under, sustainability-related legislative and regulatory criteria and taxonomies, some of which can be open to subjective interpretation. Our view on the appropriate classifications may develop over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification may require further actions to be taken, for example, it may require further disclosures, or it may require new processes to be set up to capture data, which may lead to additional cost, disclosure obligations or other implications or restrictions.

The transition to a lower-carbon economy has the potential to be disruptive to traditional business models and investment strategies. Efforts to limit climate change may give rise to changes in regulations, reporting and consumer sentiment that could have a negative impact on our existing operations by increasing the costs of operating our business or reducing demand for our products and services. The adverse effects of climate change and related regulation at state, provincial, federal or international levels could have a material adverse effect on our business, financial position, results of operations or cash flows.

The ownership and operation of some of our managed assets carry varying degrees of inherent risk or liability related to worker health and safety and the environment, including the risk of government-imposed orders to remedy unsafe conditions and contaminated lands and potential civil liability. Compliance with health, safety and environmental standards and the requirements set out in the relevant licenses, permits and other approvals obtained by the managed assets is crucial.

Our managed assets have incurred and will continue to incur significant capital and operating expenditures to comply with sustainability requirements, including health and safety standards, to obtain and comply with licenses, permits and other approvals, and to assess and manage potential liability exposure. Nevertheless, they may be unsuccessful in obtaining or maintaining an important license, permit or other approval or become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health, safety and environmental matters, any of which could have a material adverse effect on us.

Health, safety and environmental laws and regulations can change rapidly and significantly, and we and/or our managed assets may become subject to more stringent laws and regulations in the future. The occurrence of any adverse health, safety or environmental event, or any changes or additions to, or more rigorous enforcement of, health, safety and environmental standards, licenses, permits or other approvals could have a significant impact on operations and/or result in material expenditures.

Owners and operators of real assets may become liable for the costs of removal and remediation of certain hazardous substances released or deposited on or in their properties, or at other locations regardless of whether the owner and operator caused the release or deposit of such hazardous materials. These costs could be significant and could reduce cash available for our managed assets. The failure to remove or remediate such substances, if any, could adversely affect our ability to sell our assets or to borrow using these assets as collateral, and could potentially result in claims or other proceedings.

Certain of our managed assets are involved in using, handling or transporting substances that are toxic, combustible or otherwise hazardous to the environment and may be in close proximity to environmentally sensitive areas or densely populated communities. If a leak, spill or other environmental incident occurred, it could result in substantial fines or penalties being imposed by regulatory authorities, revocation of licenses or permits required to operate the business, the imposition of more stringent conditions in those licenses or permits or legal claims for compensation (including punitive damages) by affected stakeholders.

Global sustainability challenges, such as greenhouse gas emissions, privacy and data security, demographic shifts and regulatory pressures are introducing new risk factors for us that we may not have dealt with previously. We are also engaged with various sustainability frameworks and organizations through which we have stated certain ambitions and commitments regarding sustainability best practices. If we are unable to successfully manage our sustainability compliance, this could have a negative impact on our reputation and our ability to raise capital and could be detrimental to our economic value and the value of our managed assets.

Failure to maintain the security of our information and technology systems could have a material adverse effect on us.

We rely on the use of technology and information systems, many of which are controlled by third-party service providers, which may not be able to accommodate our growth or may increase in cost and may become subject to cyber-terrorism or other compromises and shutdowns, and any failures or interruptions of these systems could adversely affect our businesses and results of operations.

We and our managed assets operate in businesses that are dependent on information systems and other technology, such as computer systems used for information storage, processing, administrative and commercial functions as well as the machinery and other equipment used in certain parts of our operations. In addition, our managed assets rely on telecommunication services to interface with their business networks and customers. The information and embedded systems of key business partners and regulatory agencies are also important to our operations. We rely on this technology functioning as intended. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us.

We rely heavily on certain financial, accounting, communications and other data processing systems. We collect, store and use large amounts of sensitive information, including personally identifiable information, through our information technology systems. Our information technology systems face ongoing cybersecurity and cyber-terrorism threats and attacks, which could result in the failure of such infrastructure. We may in the future be subject to cyber-terrorism or other cybersecurity risks or other breaches of information technology security, noting the increasing frequency, sophistication and severity of these kinds of incidents. In particular, our information technology systems may be subject to cyber-terrorism intended to obtain unauthorized access to our proprietary information, personally identifiable information or to client or third-party data stored on our systems, destroy or disable our data, and/or that of our business partners, disclose confidential data in breach of data privacy legislation, disable, degrade or sabotage our systems, through the introduction of computer viruses, cyber-attacks and other means. Such attacks could originate from a wide variety of sources, including internal actors or unknown third parties. Further, unauthorized parties may also gain physical access to our facilities and infiltrate our information systems or attempt to gain access to information and data. The sophistication of these threats continue to evolve and grow, including the risk associated with the use of emerging technologies, such as AI and quantum computing, for nefarious purposes. We cannot predict what effects such cyber-attacks or compromises or shutdowns may have on our business and on the privacy of the individuals or entities affected, and the consequences could be material. Cyber incidents may remain undetected for an extended period, which could exacerbate these consequences. The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber-incident could be material. A significant actual or potential theft, loss, corruption, exposure, fraudulent, unauthorized or accidental use or misuse of investor, policyholder, employee or other personally identifiable or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation and regulatory actions against us by governments, various regulatory organizations or exchanges, or affected individuals, in addition to significant reputational harm and/or financial loss, and it may not be possible to recover losses suffered from such incidents under our insurance policies.

In addition, our operating equipment may not continue to perform as it has in the past, and there is a risk of equipment failure due to wear and tear, latent defect, design or operator errors or early obsolescence, among other things.

A breach of our cybersecurity measures or the failure or malfunction of any of our computerized business systems, associated backup or data storage systems could cause us to suffer a disruption in one or more parts of our business and experience, among other things, financial loss, reputational damage, a loss of business opportunities, misappropriation or unauthorized release of confidential or personal information, damage to our systems and those with whom we do business, violation of privacy and other laws, litigation, regulatory penalties and remediation and restoration costs as well as increased costs to maintain our systems.

We are reliant on third party service providers for certain aspects of our business, including for the administration of certain funds we manage, as well as for certain information systems and technology platforms, trustee services, legal services, technology, administration, tax, accounting and compliance matters. A disaster, disruption or compromise in technology or infrastructure that supports our managed assets, including a disruption involving electronic communications or other services used by us, our vendors or third parties with whom we conduct business, may have an adverse impact on our ability to continue to manage our assets without interruption which could have a material adverse effect on us. These risks could increase as vendors increasingly offer cloud-based software services rather than software services that can be operated within our own data centers. These risks also increase to the extent we engage with vendors and third-party services providers in jurisdictions with which we are not familiar. In addition to the fact that these third-party service providers could also face ongoing cybersecurity threats and compromises of their systems, we generally have less control over the delivery of such third-party services, and as a result, we may face disruptions to our ability to manage an asset as a result of interruptions of such services. A prolonged global failure of cloud services provided by a variety of cloud services providers that we engage could result in cascading systems failures for us. Although we are continuing to develop measures to ensure the integrity of our systems, we can provide no assurance that our efforts or those of third-party service providers will be successful in protecting our systems and preventing or ameliorating damage from a cyber incident.

Data protection and privacy rules have become a focus for regulators globally. For instance, the European General Data Protection Regulation (“GDPR”) sets out data protection rules for individuals that are residents of the E.U. The GDPR imposes stringent rules and penalties for non-compliance. Other countries where we operate are enacting or amending data protection, AI and other technology laws to empower regulators to impose financial penalties and injunctions on certain data processing activities, which could have an adverse effect on our business.

AI may be used more effectively by our competitors and our employees or third parties may inappropriately use the technology.

Developments in AI, including machine learning technology and generative AI, and their impact on the private investment and financial services sectors are rapidly evolving. The full extent of the risks associated with AI, as well as the legal and regulatory frameworks within which they will operate across jurisdictions, is impossible to predict. Given the substantial uncertainty about the extent to which AI will create dramatic changes throughout the world, we may not be able to anticipate or mitigate all of the potential risks.

Our competitors may be more successful than us in the development and implementation of AI and, if we are unable to adequately advance our capabilities in these areas or do so at a slower pace than our competitors, we may be at a competitive disadvantage.

As the use of AI increases, there is a risk that it may be used or relied upon inappropriately by our employees or third parties that we engage in carrying out their responsibilities.

Furthermore, AI technologies may produce inaccurate, incomplete, biased, or non-explainable outputs, or rely on data that is flawed, improperly sourced, restricted, or subject to privacy or confidentiality obligations. This could adversely impact us and our operations to the extent that we rely on the work product of such AI in such operations.

The misuse or misappropriation of our data through the use of AI could also have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.

Additionally, increased reliance on third-party AI technologies may also expose us to security vulnerabilities, limitations in our ability to monitor or control model behavior, and uncertainty regarding the ownership or licensing of intellectual property associated with AI-generated outputs.

Finally, any failure to appropriately govern the development, deployment, or use of AI could result in regulatory scrutiny, legal liability, financial loss, or reputational harm.

We and our managed assets may become involved in legal disputes in the U.S. and internationally that could adversely impact our financial performance and reputation.

In the normal course of our and our managed assets’ businesses, we become involved in various legal actions, including claims relating to personal injury, property damage, property taxes, land rights and contract and other commercial disputes. The investment decisions we make and the activities of our investment professionals on behalf of our managed assets may subject us and our managed assets to the risk of third-party litigation. Further, we have significant operations in the U.S. which may, as a result of the prevalence of litigation in the U.S., be more susceptible to legal action than certain of our other competitors.

The final outcome with respect to outstanding, pending or future litigation cannot be predicted with certainty, and the resolution of such actions may have an adverse effect on our financial position or results of our operations in a particular quarter or fiscal year. Any litigation may consume substantial amounts of our management’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Even if ultimately unsuccessful against us, any litigation has the potential to adversely affect our business, including by damaging our reputation.

Losses not covered by insurance may be large, which could adversely impact the Assets Under Management.

We and our managed assets carry various insurance policies in relation to our respective business activities. These policies contain policy specifications, limits and deductibles that may mean that such policies do not provide coverage or sufficient coverage against all potential material losses. We or those also part of the group policy may also self-insure a portion of certain of these risks, and therefore we may not be able to recover from a third-party insurer in the event that we, if we had separate insurance coverage from a third party, could make a claim for recovery. There are certain types of risk (generally of a catastrophic nature such as war or environmental contamination) that are either uninsurable or not economically insurable. Further, there are certain types of risk for which insurance coverage is not equal to the full replacement cost of the insured assets.

Should any uninsured or underinsured loss occur, we could lose our anticipated profits and cash flows from one or more of our Assets Under Management.

We also carry directors’ and officers’ liability insurance (“D&O insurance”) for losses or advancement of defense costs in the event a legal action is brought against our directors, officers or employees for alleged wrongful acts in their capacity as directors, officers or employees. Our D&O insurance contains certain customary exclusions that may make it unavailable for us in the event it is needed; and in any case our D&O insurance may not be adequate to fully protect us against liability for the conduct of our directors, officers or employees. We may also self-insure a portion of our D&O insurance, and therefore we may not be able to recover from a third-party insurer in the event that we, if we had D&O insurance from a third-party insurer, could make a claim for recovery.

For economic efficiency and other reasons, Brookfield may enter into insurance policies as a group that are intended to provide coverage for the entire group. Where group policies are in place, any payments under such policy could have a negative impact on other entities covered under the policy as they may not be able to access adequate insurance in the event it is needed. While management attempts to design coverage limits under group policies to ensure that all entities covered under a policy have access to sufficient insurance coverage, there are no guarantees that these efforts will be effective in obtaining this result.

Inability to collect amounts owing to us could adversely impact financial performance.

Third parties may not fulfill their payment obligations to us, which could include money, securities or other assets, thereby impacting our operations and financial results. These parties include deal and trading counterparties, governmental agencies, customers and financial intermediaries. Third parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure, general economic conditions or other reasons.

We manage assets that loan money to distressed companies, either privately or via an investment in publicly traded debt securities. As a result, we actively take heightened credit risk in other entities from time to time and whether we realize satisfactory investment returns on these loans is uncertain and may be beyond our control. If some of these debt investments fail, our financial performance could be negatively impacted.

Investors in our private funds, including BN and its affiliates, make capital commitments to these vehicles through the execution of subscription agreements. When a private fund makes an investment, these capital commitments are then satisfied by our investors via capital contributions. Investors in our private funds may default on their capital commitment obligations, which could have an adverse impact on our earnings or result in other negative implications to our business and our managed assets, such as the requirement to redeploy our own capital to cover such obligations. This impact would be magnified if the investor that does so is in multiple funds.

We are subject to operating and financial restrictions through covenants in our loan, debt and security agreements.

BAM and its subsidiaries are subject to operating and financial restrictions through covenants in our loan, debt and security agreements. These restrictions may prohibit or limit our ability to, among other things, incur additional debt, provide guarantees for indebtedness, grant liens, dispose of assets, liquidate, dissolve, amalgamate, consolidate or effect corporate or capital reorganizations, declare distributions, issue equity interests and create subsidiaries. A financial covenant in our corporate bank credit facilities may limit our overall indebtedness to a percentage of distributable earnings, a restriction which may limit our ability to obtain additional financing, withstand downturns in our business and take advantage of business and development opportunities. If we breach our covenants, our credit facilities may be terminated or come due and such an event may cause our credit rating to deteriorate and subject BAM to higher interest and financing costs. From time to time, we also acquire businesses and assets that have debt obligations that are in default. We may also be required to seek additional debt financing on terms that include more restrictive covenants and/or higher interest rates, change of control restrictions, require repayment on an accelerated schedule or impose other obligations that limit our ability to grow our business, acquire needed assets, exit investments in assets or portfolio companies, or take other actions that we might otherwise consider appropriate or desirable.

Risks Relating to our Investment Activities

Actions or conduct that have a negative impact on our investors’ or stakeholders’ perception of us could adversely impact our ability to attract and/or retain investor capital and generate fee revenue.

The growth of our business relies on continuous fundraising for various private and public investment products, and retention of capital raised from third-party investors. We depend on our business relationships and our global reputation for integrity and high-caliber asset management services to attract and retain investors and advisory clients, and to pursue investment opportunities for our clients. Our business relationships and reputation could be negatively impacted by a number of factors, including: poor performance;

actual, potential or perceived conflicts of interest that are not adequately addressed; misconduct or alleged misconduct by employees; rumors or innuendos; or failed or ineffective implementation of new investments or strategies. If we are unable to continue to raise and retain capital from third-party investors, including from BN, either privately, publicly or both, or otherwise are unable to pursue our investment opportunities, this could materially reduce our revenue and cash flows and adversely affect our financial condition.

Poor performance of any kind could damage our reputation with current and potential investors in our managed assets, making it more difficult for us to raise new capital. Investors may decline to invest in current and future managed assets and may withdraw their investments from our managed assets as a result of poor performance in the entity in which they are invested, and investors in our private funds may demand lower fees for new or existing funds, all of which would decrease our revenue.

As a global alternative asset manager with various lines of business and investment products, some of which have overlapping mandates, we may be subject to a number of actual, potential or perceived conflicts of interest.

In addressing these conflicts, we have implemented a variety of policies and procedures; however, there can be no assurance that these will be effective at mitigating actual, potential or perceived conflicts of interest in all circumstances, or will not reduce the positive synergies that we seek to cultivate. It is also possible that actual, potential or perceived conflicts of interest, if not properly addressed, could give rise to investor dissatisfaction, litigation, regulatory enforcement actions or other detrimental outcomes. See “Risks Relating to BAM — Our organizational and ownership structure may create conflicts of interest that may be resolved in a manner that is not in our best interests or the best interests of our shareholders”.

Appropriately dealing with conflicts of interest for an asset manager like us is a priority and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with actual, potential or perceived conflicts of interest. Asset manager conflicts are subject to enhanced regulatory scrutiny in the markets in which we operate and in the U.S. in particular. Such regulatory scrutiny can lead to fines, penalties and other negative consequences. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, business, financial condition or results of operations in a number of ways, including an inability to adequately capitalize existing managed assets or raise new managed assets, including private funds, and a reluctance of counterparties to do business with us. For information regarding conflicts of interests between the businesses within our asset management operations that operate on opposite sides of an information barrier, see “—Information barriers may give rise to certain conflicts and risks and investment teams managing the activities of businesses that operate on opposite sides of an information barrier will not be aware of, and will not have the ability to manage, such conflicts and risks” herein.

Our reputation could also be negatively impacted if there is misconduct or alleged misconduct by our personnel or those of our managed assets, including historical misconduct prior to the investment in such managed asset. Risks associated with misconduct at our managed assets is heightened in cases where we do not have legal control or significant influence over a particular managed asset or are not otherwise involved in actively managing an investment. In such situations, given our management position and affiliation with the managed asset, we may still be negatively impacted from a reputational perspective through this association. In addition, even where we have management over an asset, if it is a newly acquired asset that we are in the process of integrating then we may face reputational risks related to historical or current misconduct or alleged misconduct at such managed asset for a period of time. We may also face an increased risk of misconduct to the extent investments in operating assets in emerging markets and distressed companies increases. If we face allegations of improper conduct by private litigants or regulators, whether the allegations are valid or invalid or whether the ultimate outcome is favorable or unfavorable to us, such allegations may result in negative publicity and press speculation about us, our investment activities or the asset management industry in general, which could harm our reputation and may be more damaging to our business than to other types of businesses.

We are subject to a number of obligations and standards arising from our business and our authority over the assets we manage. The violation of these obligations and standards by any of our employees may adversely affect our partners and our business and reputation. Our business often requires that we deal with confidential matters. If our employees were to improperly use or disclose confidential information, or a security breach results in an inadvertent disclosure of such information, we could suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to detect or deter employee misconduct or security breaches, and the precautions we take in this regard may not be effective.

Implementation of new investment and growth strategies involves a number of risks that could result in losses and harm to our professional reputation, including the risk that the expected results are not achieved, that new strategies are not appropriately planned for or integrated, that new strategies may conflict with, detract from or compete against our managed assets, and that the investment process, controls and procedures that we have developed will prove insufficient or inadequate. Furthermore, our strategic initiatives may include joint ventures, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon and subject to liability, losses or reputational damage relating to systems, controls and personnel that are not under our complete control or under the control of another.

In addition to impacting our ability to raise and retain third-party capital and pursue investment opportunities, certain of the risks identified herein that may have a negative impact on our reputation also could, in extreme cases, result in our removal as general partner or an acceleration of the liquidation date of the private funds that we manage. The governing agreements of our private funds provide that, subject to certain conditions (which may, particularly in the case of our removal as general partner, include final legal adjudications of the merits of the particular issue), third-party investors in these funds will have the right to remove us as general partner or to accelerate the liquidation date of the fund. Additionally, at any time, investors may seek to terminate a fund and accelerate the liquidation date upon the vote of a super-majority of investors in such fund. A significant negative impact to our reputation would be expected to increase the likelihood that investors could seek to terminate a private fund. This effect would be magnified if, as is often the case, an investor is invested in more than one fund. Such an event, were it to occur, would result in a reduction in the fees we would earn from such fund, particularly if we are unable to maximize the value of the fund’s investments during the liquidation process or in the event of the triggering of a “clawback” for fees already paid out to us as general partner.

We face risks specific to our infrastructure strategies.

Our infrastructure managed assets include utilities, transport, midstream and data businesses.

Our infrastructure assets include toll roads, telecommunication towers, electricity transmission systems, terminal operations, electricity and gas distribution companies, residential infrastructure, rail networks, ports and data centers. The principal risks facing the regulated and unregulated businesses comprising our infrastructure assets relate to government regulation, general economic conditions and other material disruptions, counterparty performance and capital expenditure requirements.

Many of the infrastructure assets we manage are subject to government regulation, including with respect to revenues and environmental sustainability. If any of the respective regulators in the jurisdictions in which we operate decides to change the tolls or rates we are allowed to charge or the amounts of the provisions we are allowed to collect, we may not be able to earn the rate of return on our investments that we had planned, or we may not be able to recover our initial cost.

With environmental regulation becoming more stringent, our managed assets may become subject to increasing environmental responsibility and liability. These regulations may result in increased costs to our managed assets that may not be able to be passed onto their customers and may have an adverse impact on prospects for growth of some businesses.

General economic conditions (including those resulting from climate change and severe weather conditions) affect international demand for the commodities handled and services provided by operators in our infrastructure managed assets. A downturn in the economy generally or specific to any of our infrastructure managed assets, may lead to a reduction in volumes, disruption to business, bankruptcies or liquidations of one or more large customers, which could reduce our revenues, increase our bad debt expense, reduce our ability to make capital expenditures or have other adverse effects on us.

Some of our managed assets have customer contracts as well as concession agreements in place with public and private sector clients. Our managed assets with customer contracts could be adversely affected by any material change in the assets, financial condition or results of operations of such customers. Protecting the quality of our revenue streams through the inclusion of take-or-pay or guaranteed minimum volume provisions into our contracts is not always possible or fully effective.

Some of our managed assets may require substantial capital expenditures to maintain their asset base. Any failure to make necessary expenditures to maintain their operations could impair their ability to serve existing customers or accommodate increased volumes. In addition, we may not be able to recover investments in capital expenditures based upon the rates our operations are able to charge.

We face risks specific to our renewable power and transition strategies.

Our renewable power and transition strategies invest in assets that are subject to changes in the weather, hydrology and price, but also include risks related to equipment or dam failure, counterparty performance, water rental costs, land rental costs, changes in regulatory requirements and other material disruptions.

The revenues generated by the power facilities we manage are correlated to the amount of electricity generated, which in turn is dependent upon available water flows, wind, irradiance and other elements beyond our control. Hydrology, wind and irradiance levels vary naturally from year to year and may also change permanently because of climate change or other factors. It is therefore possible that low water, wind and irradiance levels at certain of our power generating operations could occur at any time and potentially continue for indefinite periods.

A portion of the renewable power and transition revenue is tied, either directly or indirectly, to the wholesale market price for electricity, which is impacted by a number of external factors beyond our control. Additionally, a portion of the power that is generated is sold under long-term power purchase agreements, shorter-term financial instruments and physical electricity contracts which are intended to mitigate the impact of fluctuations in wholesale electricity prices; however, they may not be effective in achieving this outcome. Certain of the power purchase agreements of our managed assets will be subject to re-contracting in the future. If the price of electricity in power markets is declining at the time of such re-contracting, it may impact our ability to re-negotiate or replace these contracts on terms that are acceptable to us. Conversely, what appears to be an attractive price at the time of re-contracting could, if power prices rise over the power purchase agreement’s term, result in us having committed to sell power in the future at below market rate. If we are unable to re-negotiate or replace these contracts, or unable to secure prices at least equal to the current prices we receive, our business, financial condition, results of operation and prospects could be adversely affected.

In our renewable power and transition portfolio, there is a risk of equipment failure due to severe weather conditions (including as a result of climate change), wear and tear, latent defect, design error or operator error, among other things. The occurrence of such failures could result in a loss of generating capacity and repairing such failures could require the expenditure of significant capital and other resources. Failures could also result in exposure to significant liability for damages due to harm to the environment, to the public generally or to specific third parties. Equipment that our renewable power and transition operations need, including spare parts and components required for project development, may become unavailable or difficult to procure, inhibiting our ability to maintain full availability of existing plants and also our ability to complete development projects on scope, schedule and budget.

In certain cases, some catastrophic events may not excuse us from performing our obligations pursuant to agreements with third parties and we may be liable for damages or suffer further losses as a result.

Our renewable power and transition portfolio is exposed to performance and operational risks in respect of certain nuclear technologies. The nuclear fuel and power industries are heavily regulated and could be significantly impacted by changes in government policies and priorities such as increased regulation and/or more onerous operating requirements that negatively impact our nuclear technology services. A future accident at a nuclear reactor could result in the shutdown of existing plants or impact the continued acceptance by the public and regulatory authorities of nuclear energy and the future prospects for nuclear generators. Accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities or involving shipments of nuclear materials could reduce the demand for nuclear technology services.

The ability of the platforms we manage to develop greenfield renewable power projects in our development pipeline may be affected by a number of factors, including the state of capital markets, the ability to secure project financing (including from equity investors and through tax and other government incentives), the ability to secure approvals, licenses and permits and the ability to secure a long-term power purchase agreement or other sales contracts on reasonable terms. The development of our pipeline of greenfield renewable power projects is also subject to environmental, engineering and construction risks that could result in cost-overruns, delays and reduced performance.

New regulatory initiatives related to sustainability could adversely impact our managed assets. While we believe that regulatory initiatives and market trends towards an increased focus on sustainability are generally beneficial to our renewable power and transition group, any such regulatory initiatives also have the potential to adversely impact us. For example, regulatory initiatives seeking to reorient investment toward sustainability by regulating green financial products could have the effect of increasing burdensome disclosure requirements around sustainability and prescribing approaches to sustainability policies that are inconsistent with our current practices. If regulators disagree with the sustainability disclosures that we make, or with the categorization of our financial products, we may face regulatory enforcement action, and our business or reputation could be adversely affected.

We face risks specific to our private equity strategies.

The principal risks for our private equity managed assets are potential loss of invested capital as well as insufficient investment or fee income to cover operating expenses and cost of capital. Our private equity platform is invested in industrial operations, business services operations and infrastructure services operations, many of which can be cyclical and/or illiquid and therefore may be difficult to monetize at our discretion, limiting our flexibility to react to changing economic or investment conditions. In addition, increasingly we have certain managed assets that provide goods and services directly to consumers across a variety of industries. These businesses are prone to greater liabilities, as well as reputational, litigation and other risks by virtue of being more public-facing and reliant on their ability to develop and preserve consumer relationships and achieve consumer satisfaction.

Unfavorable economic conditions could negatively impact the ability of our managed assets to repay debt. Adverse economic conditions facing our managed assets may adversely impact the value of our investments or deplete our financial or management resources. These investments are also subject to the risks inherent in the underlying businesses, some of which are facing difficult business conditions and may continue to do so for the foreseeable future. These risks are compounded by recent growth, as new acquisitions have increased the scale and scope of our operations, including in new geographic areas and industry sectors, and we may have difficulty managing these additional operations.

We may deploy our client’s capital in managed assets that are experiencing significant financial or business difficulties, including companies involved in work-outs, liquidations, spin-outs, reorganizations, bankruptcies and similar transactions. Such an investment entails the risk that the transaction will be unsuccessful, will take considerable time or will result in a distribution of cash or new securities, the value of which may be less than the purchase price of the securities in respect of which such distribution is received. In addition, if an anticipated transaction does not occur, we may be required to sell our investment at a loss. These managed assets may become subject to legal and/or regulatory proceedings and our investment may be adversely affected by external events beyond our control, leading to legal, indemnification or other expenses.

We have several managed assets that operate in the highly competitive service industry. A wide variety of micro and macroeconomic factors affecting our clients and over which we have no control can impact how these companies operate. For example, our Canadian residential mortgage insurer is subject to significant regulation and may be adversely affected by changes in government policy. The majority of the revenue from our healthcare services operation is derived from private health insurance funds, which may be affected by a deterioration in the economic climate, a change in economic incentives, increases in private health insurance premiums and other factors. In addition, alternative technologies in the health care industry could impact the demand for, or use of, our services and could impair or eliminate the competitive advantage of our businesses in this industry.

Our infrastructure services operations include companies in lottery services, marine transportation and work access services. Our lottery services operation is heavily dependent on long-term contracts and failure to win, maintain and renew these contracts could substantially impact revenue. Our lottery services operation also often requires entering into strategic relationships with third parties, including competitors, which we do not control, and which may have inconsistent business interests or goals from us. Marine transportation and oil production are inherently risky, particularly in the extreme conditions in which many of our vessels operate. An incident involving significant loss of product or environmental contamination by any of our vessels could harm our reputation and business. Our work access services business is subject to the risks inherent to construction operations, including risks relating to seasonal fluctuations in the demand for our services, a dependence on labor and performance being materially impacted by a lack of availability of labor force or increases in the cost of labor available, and operational hazards that could result in personal injury or death, work stoppage or serious property and equipment damage.

We face risks specific to our real estate strategies.

Our real estate strategies invest in commercial properties and are therefore exposed to certain risks inherent in the commercial real estate business. Commercial real estate investments are subject to varying degrees of risk depending on the nature of the property. These risks include changes in general economic conditions (such as the availability and cost of mortgage capital), local conditions (such as an oversupply of space or a reduction in demand for real estate in the markets in which we operate), the attractiveness of the properties to tenants, competition from other landlords and our ability to provide adequate maintenance at an economical cost.

Certain expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges, must be made whether or not a property is producing sufficient income to service these expenses. These commercial properties are typically subject to mortgages that require debt service payments. If we become unable or unwilling to meet mortgage payments on any property, losses could be sustained as a result of the mortgagee’s exercise of its rights of foreclosure or of sale.

Continuation of rental income is dependent on favorable leasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies. It is possible that we may face a disproportionate amount of space expiring in any one year. Additionally, rental rates could decline, tenant bankruptcies could increase, and tenant renewals may not be achieved, particularly in the event of an economic slowdown.

Our real estate strategies invest in businesses that operate in industries or geographies that may be impacted by a local, regional, national or international outbreak of a contagious disease. Adverse impacts on our managed assets may also include:

• a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action and climate change events including hurricanes, earthquakes, tsunamis and other natural and man-made disasters;
• a slowdown in business activity may severely impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to fund their business operations, meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;
• an increase in re-leasing timelines, potential delays in lease-up of vacant space and the market rates at which such lease will be executed;
• reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending; and
• expected completion dates for our development and redevelopment projects may be subject to delay as a result of the disruption of local economic conditions.

The retail real estate assets in our managed assets are susceptible to any economic factors that have a negative impact on consumer spending. Lower consumer spending would have an unfavorable effect on the sales of our retail tenants, which could result in their inability or unwillingness to make all payments owing to us, and on our ability to keep existing tenants and attract new tenants. Significant expenditures associated with each equity investment in real estate assets, such as mortgage payments, property taxes and maintenance costs, are generally not reduced when there is a reduction in income from the investment, so our income and cash flow would be adversely affected by a decline in income from our retail properties. In addition, low occupancy or sales at our retail properties, as a result of competition or otherwise, could result in termination of or reduced rent payable under certain of our retail leases, which could adversely affect our retail property revenues.

The hospitality and multifamily assets in our managed assets are subject to a range of operating risks common to these industries, many of which are outside our control, and the profitability of our investments in these industries may be adversely affected by these factors. For example, our hospitality business faces risks relating to climate change; hurricanes, earthquakes, tsunamis and other natural and man-made disasters; the potential spread of contagious diseases; and insect infestations more common to rental accommodations. Such factors could limit or reduce the demand for or the prices our hospitality properties are able to obtain for their accommodations or could increase our costs and therefore reduce the profitability of our hospitality businesses. There are numerous housing alternatives that compete with our multifamily properties, including other multifamily properties as well as condominiums and single-family homes. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present properties or any newly developed or acquired real estate, as well as on the rents realized.

We face risks specific to our credit strategies.

Our credit strategies offer a broad range of strategies to our investors. Similar to our other private funds managed across different strategies, we earn base management fees on our credit strategies and, in certain cases, carried interest on fund capital and separate accounts in our credit strategies. Cyclicality is important to credit strategies and weak economic environments have tended to afford some of the best investment opportunities and relative investment performance to such strategies. Any prolonged economic expansion or recession could have an adverse impact on certain credit strategies and materially affect the ability to deliver attractive investment returns for clients or generate incentive or other income in respect of those strategies.

Growth in Fee-Bearing Capital could be adversely impacted by poor product development or marketing efforts. In addition, investment returns could be lower than target returns due to inappropriate allocation of capital or ineffective investment management.

Our business depends on our ability to fundraise third-party capital, deploy that capital effectively and produce targeted investment returns.

Our ability to raise third-party capital depends on a number of factors, including many that are outside our control such as the general economic environment and market conditions (including the performance of the stock market), investment rules or policies to which third party investors are subject, and the number of other investment funds being raised at the same time by our competitors. Investors may reduce (or even eliminate) their investment allocations to alternative investments, including closed-ended private funds. Investors that are required to maintain specific asset class allocations within their portfolio may be required to reduce their investment allocations to alternative investments, particularly during periods when other asset classes, such as public securities, are decreasing in value. In addition, investors may prefer to insource and make direct investments; therefore, becoming competitors and ceasing to be clients and/or making new capital commitments.

Our initiatives to expand our retail investor base, including outside of the U.S., require the investment of significant time, effort and resources, including the potential hiring of additional personnel, the implementation of new operational, compliance and other systems and processes and the development or implementation of new technology. There is no assurance that our efforts to grow our retail assets under management will be successful.

Competition from other asset managers for raising public and private capital is intense, with competition based on a variety of factors, including investment performance, the quality of service provided to investors, the quality and availability of investment products, marketing efforts, investor liquidity and willingness to invest, and reputation. Poor investment performance could hamper our ability to compete for these sources of capital or force us to reduce our management fees. Our investors and potential investors continually assess investment performance and our ability to raise capital for existing and future funds depends on our funds’ relative and absolute performance. If poor investment returns or changes in investment mandates prevent us from raising further capital from our existing partners, we may need to identify and attract new investors in order to maintain or increase the size of our private funds, and there are no assurances that we will be able to find new investors. Further, as competition and disintermediation in the asset management industry increase, we may face pressure to reduce or modify our asset management fees, including base management fees and/or carried interest, or modify other terms governing our current asset management fee structure, in order to attract and retain investors.

The successful execution of our investing strategy is uncertain as it requires suitable opportunities, careful timing and business judgment, as well as the resources to complete asset purchases and restructure them, if required, notwithstanding difficulties experienced in a particular industry.

There is no certainty that we will be able to identify suitable or sufficient opportunities that meet our investment criteria and be able to acquire additional high-quality assets at attractive prices to supplement our growth in a timely manner, or at all. In pursuing investment opportunities and returns, we and our managed assets face competition from other investment managers and investors worldwide. Each of our strategies is subject to competition in varying degrees and our competitors may have certain competitive advantages over us when pursuing investment opportunities. Some of our competitors may have higher risk tolerances, different risk assessments, lower return thresholds, a lower cost of capital, or a lower effective tax rate (or no tax rate at all), all of which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments. We may lose investment opportunities in the future if we do not match investment prices, structures and terms offered by our competitors, some of whom may have synergistic businesses which allow them to consider bidding a higher price than we can reasonably offer. While we will continue to attempt to deal with competitive pressures by leveraging our asset management strengths and the operating capabilities of BN and compete on more than just price, there is no guarantee these measures will be successful, and we may have difficulty competing for investment opportunities, particularly those offered through auction or other competitive processes. If we are unable to successfully raise, retain and deploy third-party capital into investments, or make acquisitions which yield attractive returns, we may be unable to collect management fees, carried interest or transaction fees, which would materially reduce our revenue and cash flows and adversely affect our financial condition.

Our approach to investing may entail adding assets to our existing managed assets through tuck-in acquisitions when the competition for assets is weakest; typically, when depressed economic conditions exist in the market relating to a particular entity or industry. Such an investing style carries with it inherent risks when investments are made in either markets or industries that are undergoing some form of dislocation. We may fail to value opportunities accurately or to consider all relevant factors that may be necessary or helpful in evaluating an opportunity, may underestimate the costs necessary to bring an acquisition up to standards established for its intended market position, may be exposed to unexpected risks and costs associated with these investments, including risks arising from alternative technologies that could impair or eliminate the competitive advantage of our managed assets in a particular industry, and/or may be unable to quickly and effectively integrate new acquisitions into existing operations or exit from the investment on favorable terms. In addition, liabilities may exist that we or our managed assets do not discover in due diligence prior to the consummation of an acquisition, or circumstances may exist with respect to the entities or assets acquired that could lead to future liabilities and, in each case, we or our managed assets may not be entitled to sufficient, or any, recourse against the contractual counterparties to an acquisition.

We generally pursue investment opportunities that involve business, regulatory, legal and other complexities. Our tolerance for complexity presents risks, as completing complex transactions on behalf of our managed assets can be more difficult, expensive and time-consuming to finance and execute, and have a higher risk of execution failure. It can also be more difficult to manage or realize value from the assets acquired in such transactions and such transactions sometimes entail a higher level of regulatory scrutiny or a greater risk of contingent liabilities.

At times, we make investments (for one or more of our funds or managed assets) in companies that we do not control. These investments are subject to the risk that the company in which the investment is made may make business, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests.

Certain strategies may be concentrated in particular asset types or geographic regions, which could exacerbate any negative performance of one or more of our managed assets to the extent those concentrated investments are in assets or regions that experience market dislocation. In addition, certain of our funds hold publicly traded securities, the price of which will be volatile and are likely to fluctuate due to a number of factors beyond our control, including actual or anticipated changes in the profitability of the issuers of such securities; general economic, social, or political developments; changes in industry conditions; changes in governance regulation; inflation; the general state of the securities markets; pandemics/epidemics; and other material events.

The failure of a newly acquired business to perform according to expectations could have a material adverse effect on our assets, liabilities, business, financial condition, results of operations and cash flows. Alternatively, we may be required to sell a business before it has realized our expected level of returns for such business.

If any of our managed investments perform poorly or experience prolonged periods of volatility, or we are unable to deploy capital effectively, our fee-based revenue, cash available for distribution and/or carried interest would decline. Accordingly, our expected returns on these investments may be less than we have assumed in forecasting the value of our business.

Our cash flow must be available to meet our financial obligations when due and enable us to capitalize on investment opportunities when they arise.

We employ debt and other forms of leverage in the ordinary course of business to enhance returns. We are therefore subject to the risks associated with debt financing (directly and indirectly through our managed assets) and refinancing, including but not limited to the following: (i) our cash flow may be insufficient to meet required payments of principal and interest; (ii) payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses and dividends; (iii) if we are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at high interest rates or on other unfavorable terms, we may have difficulty completing acquisitions or may generate profits that are lower than would otherwise be the case; (iv) we may not be able to refinance indebtedness at maturity due to company and market factors such as the estimated cash flow produced by our assets, the value of our assets, liquidity in the debt markets and/or financial, competitive, business and other factors; and (v) if we are able to refinance our indebtedness, the terms of a refinancing may not be as favorable as the original terms for such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to utilize available liquidity, which would reduce our ability to pursue new investment opportunities, or we may need to dispose of one or more of our or our managed assets on disadvantageous terms, or raise equity, thereby causing dilution to existing shareholders. Regulatory changes or changes in economic or market conditions may also result in higher borrowing costs and reduced access to credit.

The terms of our various credit agreements and other financing documents may require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios, adequate insurance coverage and certain credit ratings. These covenants may limit our flexibility in conducting our business and our cash flows, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, even if we have satisfied and continue to satisfy our payment obligations.

A large proportion of our managed assets include physical assets and securities that can be hard to sell, especially if market conditions are poor. Further, because our investment strategy can entail our having representation on public company boards, we may be restricted in our ability to affect sales during certain time periods. A lack of liquidity could limit our ability to vary our managed assets promptly in response to changing economic or investment conditions. Additionally, if financial or operating difficulties of other owners result in distress sales, such sales could depress asset values in the markets in which we manage assets. The restrictions inherent in managing physical assets could reduce our ability to respond to changes in market conditions and could adversely affect the performance of investments across our fund strategies, our financial condition and our results of operations.

Because there is significant uncertainty in the valuation of, or in the stability of the value of illiquid or non-public investments, the fair values of such investments do not necessarily reflect the prices that would actually be obtained when such investments are realized. Realizations at values significantly lower than the values at which investments have been recorded would result in losses, a decline in asset management fees and the potential loss of carried interest and incentive fees.

Additionally, from time to time, we may guarantee the obligations of other entities that we manage. If we are required to fund these commitments and are unable to do so, this could result in damages being pursued against us or a loss of opportunity through default under contracts that are otherwise to our benefit.

We may be exposed to risks associated with acquisitions.

Part of BAM’s growth strategy involves seeking acquisition opportunities. We will face competition for acquisitions, including from our competitors, many of whom will have greater financial resources than us. There can be no assurance that we will identify and successfully complete acquisitions that will advance our growth strategy, or at all. Any strategic acquisition will likely involve some or all of the following risks, which could materially and adversely affect our business, financial condition or results of operations: the difficulty of integrating the acquired operations and personnel into our current operations; potential disruption of our current operations; diversion of resources, including our management’s time and attention; the difficulty of managing the growth of a larger organization; the risk of entering markets in which we have little experience; the risk of becoming involved in labor, commercial or regulatory disputes or litigation related to the new enterprise; the risk of environmental or other liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights of third parties or government agencies under contracts with, or authorizations held by, the managed assets being acquired. It is possible that due diligence investigations into businesses being acquired may fail to uncover all material risks, or to identify a change of control trigger in a material contract or authorization, or that a contractual counterparty or government agency may take a different view on the interpretation of such a provision to that taken by us, thereby resulting in a dispute.

We may be required to make temporary investments and backstop commitments with respect to our business and managed assets and may be unable to syndicate, assign or transfer such investments and commitments.

We periodically may be asked to enter into agreements that commit us to acquire or stand in place of another entity to acquire assets or securities in order to support our managed assets with the expectation that our commitment is temporary. For example, we may acquire an asset suitable for a particular managed business that is fundraising and warehouse that asset through the fundraising period before transferring the asset to the managed business for which it was intended. As another example, our asset management business may commit capital for a particular acquisition transaction as part of a consortium alongside certain of our managed assets with the expectation that we will syndicate or assign all or a portion of our own commitment to investors prior to, at the same time as, or subsequent to, the anticipated closing of the transaction. In all of these cases, our support is intended to be of a temporary nature, and we engage in this activity in order to further the growth and development of our asset management business.

Even if our direct participation is intended to be of a temporary nature, we may be unable to syndicate, assign or transfer its interest or commitment as our asset management business intended and therefore may be required to take or keep ownership of assets or securities for an extended period. This would increase the amount of our asset management business’ own capital deployed to certain assets and could have an adverse impact on our asset management business’ liquidity, which may negatively impact its ability to meet other financial commitments.

Our revenues may be adversely affected by a decline in the size or pace of investments made by our managed assets.

Our revenue is driven in part by the pace at which our funds make investments and the size of those investments, and a decline in the pace or the size of such investments may reduce our revenues. In particular, in recent years we have meaningfully increased the number of perpetual strategies we offer and the assets under management in such strategies. The fees we earn from our perpetual capital strategies represent a significant and growing portion of our overall revenues. If our funds, including our perpetual capital strategies, are unable to deploy capital at a sufficient pace, our revenues would be adversely impacted. Many factors could cause a decline in the pace of investment, including a market environment characterized by relative high prices, the inability of our investment professionals to identify attractive investment opportunities, competition for such opportunities among other potential acquirers, decreased availability of capital on attractive terms. Further, we may fail to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the markets in which we operate, financial markets or geopolitical conditions, and our ability to deploy capital in certain countries may be adversely impacted by government policy changes and regulations.

Our revenue, earnings, net income and cash flow can materially vary from quarter to quarter, which may affect our earnings growth and dividend on a quarterly basis and can affect the trading price of the Class A Shares.

Our revenue, net income and cash flow can vary materially due to our reliance on incentive distributions and performance-based returns, such as carried interest. We may experience fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number of other factors, including timing of realizations, changes in the valuations of our funds’ investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions. Achieving steady growth in net income and cash flow on a quarterly basis may be difficult, which could in turn cause our dividend and our ability to pay dividends to fluctuate and lead to large adverse movements or general increased volatility in the price of the Class A Shares. We also do not provide any guidance regarding our expected quarterly and annual operating results. The lack of guidance may affect the expectations of public market analysts and could cause increased volatility in the Class A Shares.

Our cash flow may fluctuate significantly due to the fact that we receive carried interest from certain of our funds only when investments are realized and achieve a certain preferred return. The payment of performance-based returns, including carried interest, depends on the applicable funds’ performance and opportunities for realizing gains, which may be limited. It takes a substantial period of time to identify attractive investment opportunities, to raise all the funds needed to make an investment and then to realize the cash value (or other proceeds) of an investment through a sale, public offering, recapitalization or other exit. Even if an investment proves to be profitable, it may be a number of years before any profits can be realized in cash (or other proceeds). We cannot predict when, or if, any realization of investments will occur.

The mark-to-market valuations of investments made by our funds are subject to volatility driven by economic and market conditions. Economic and market conditions may also negatively impact our realization opportunities.

The valuations of and realization opportunities for investments made by our funds could also be subject to high volatility as a result of uncertainty regarding governmental policy with respect to, among other things, tax, financial services regulation, international trade, immigration, healthcare, labor, infrastructure and energy.

In addition, upon the realization of a profitable investment by any of our funds featuring performance-based returns and prior to our receiving any carried interest in respect of that investment, 100% of the proceeds of that investment must generally be paid to the investors in such fund until they have recovered certain fees and expenses and achieved a certain return on all realized investments by that fund as well as a recovery of any unrealized losses. A particular realization event may have a significant impact on our results for that particular quarter that may not be replicated in subsequent quarters. We recognize revenue on investments in our funds based on our allocable share of realized and unrealized gains (or losses) reported by such funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue and possibly cash flow, which could further increase the volatility of our quarterly results. Because our funds have preferred return thresholds to investors that need to be met prior to our receiving any carried interest or other performance-based returns, substantial declines in the carrying value of the investment portfolios of such funds can significantly delay or eliminate any performance-based returns paid to us in respect of that fund since the value of the assets in the fund would need to recover to their aggregate cost basis plus the preferred return over time before we would be entitled to receive any performance-based returns, including carried interest, from that fund.

The timing and receipt of performance-based returns also varies with the life cycle of our funds. During periods in which a relatively large portion of our assets under management is attributable to funds and investments in their “harvesting” period, our funds would make larger distributions than in the fundraising or investment periods that precede harvesting. During periods in which a significant portion of our assets under management is attributable to funds that are not in their harvesting periods, we may receive substantially lower performance-based returns, including carried interest.

The varying frequency of payments of our different funds and strategies will contribute to the volatility of our cash flow. Furthermore, we earn this incentive income only if the NAV of a vehicle has increased or, in the case of certain vehicles, increased beyond a particular return threshold, or if the vehicle has earned a net profit. Certain of these vehicles also have “high water marks” whereby we do not earn incentive income during a particular period even though the vehicle had positive returns in such period as a result of losses in prior periods. If one of these vehicles experiences losses, we will not earn incentive income from it until it surpasses the previous high water mark. The incentive income we earn is therefore dependent on the NAV or the net profit of the vehicle, which could lead to significant volatility in our results.

Our access to retail investors and selling retail directed products in numerous jurisdictions opens us up to potential litigation and regulatory enforcement risks.

In 2021, we created a business group in partnership with Oaktree to serve the global wealth management channel, delivering access to Brookfield and Oaktree’s private and public funds. In October 2025, Brookfield and Oaktree announced that they have agreed on a proposed transaction whereby Brookfield will acquire the approximately 26% interest in Oaktree that it does not already own. Our goal is to increase the number and type of investment products we offer to high-net-worth individuals and mass affluent investors in the U.S. and other jurisdictions around the world. In some cases, our unregistered funds are distributed to retail investors indirectly through third-party managed vehicles sponsored by brokerage firms, private banks or third-party feeder providers, and in other cases directly to the qualified clients of private banks, independent investment advisors and brokers. In other cases, we create investment products specifically designed for direct investment by retail investors in the U.S., some of whom are not accredited investors, or similar investors in non-U.S. jurisdictions, including in Europe. Such investment products are regulated by the SEC in the U.S. and by other similar regulatory bodies in other jurisdictions.

Accessing retail investors and selling retail directed products exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement risks. To the extent distribution of retail products is through new channels, including through an increasing number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their distribution, which could result in litigation or regulatory action against us, including with respect to, among other things, claims that products distributed through such channels are distributed to customers for whom they are unsuitable or that they are distributed in an otherwise inappropriate manner. Although we seek to ensure through due diligence and onboarding procedures that the third-party channels through which retail investors access our investment products conduct themselves responsibly, we are exposed to the risks of reputational damage and legal liability to the extent such third parties improperly sell our products to investors. This risk is heightened by the continuing increase in the number of third parties through whom we distribute our investment products around the world and who we do not control. For example, in certain cases, we may be viewed by a regulator as responsible for the content of materials prepared by third-party distributors.

Similarly, there is a risk that employees involved in the direct distribution of our products, or employees who oversee independent advisors, brokerage firms and other third parties around the world involved in distributing our products, do not follow our compliance and supervisory procedures. In addition, the distribution of retail products, including through new channels whether directly or through market intermediaries, could expose us to allegations of improper conduct and/or actions by state and federal regulators in the U.S. and regulators in jurisdictions outside of the U.S. with respect to, among other things, product suitability, investor classification, compliance with securities laws, conflicts of interest and the adequacy of disclosure to customers to whom our products are distributed through those channels.

As we expand the distribution of products to retail investors outside of the U.S., we are increasingly exposed to risks in non-U.S. jurisdictions. While these risks are similar to those that we face in the distribution of products to retail investors in the U.S., securities laws and other applicable regulatory regimes in many jurisdictions, including the U.K. and the European Economic Area, are extensive, complex, and vary by local jurisdiction. As a result, this expansion subjects us to additional litigation and regulatory risk.

Information barriers may give rise to certain conflicts and risks and investment teams managing the activities of businesses that operate on opposite sides of an information barrier will not be aware of, and will not have the ability to manage, such conflicts and risks.

Certain of our investment professionals operate largely independently of one another pursuant to an information barrier. The information barrier restricts businesses on opposite sides from coordinating or consulting with one another with respect to investment activities and/or decisions. Accordingly, these businesses manage their investment operations independently of each other. The investment activities and decisions made by a business on one side of an information barrier are not expected to be subject to any internal approvals by any person who would have knowledge and/or decision-making control of the investment activities and decisions made by a business on the other side of the information barrier. This absence of coordination and consultation will give rise to certain conflicts and risks in connection with the activities of the businesses within our asset management strategies and make it more difficult to mitigate, ameliorate or avoid such situations. These conflicts (and potential conflicts) of interests may include: (i) competing from time to time for the same investment opportunities, (ii) the pursuit by a business on one side of the information barrier of investment opportunities suitable for a business on the other side of the information barrier, without making such opportunities available to such business, and (iii) the formation or establishment of new strategies or products that could compete or otherwise conduct their affairs without regard as to whether or not they adversely impact the strategies or products of businesses operating on the other side of the information barrier. Investment teams managing the activities of businesses that operate on opposite sides of an information barrier are not expected to be aware of, and will not have the need or ability to manage, such conflicts which may impact the investment strategy, performance and investment returns of certain businesses within our asset management strategies.

The investment professionals that operate on opposite sides of an information barrier are likely to be deemed affiliates for purposes of certain laws and regulations notwithstanding that they may be operationally independent from one another. The information barrier does not eliminate the requirement to aggregate certain investment holdings for certain securities laws and other regulatory purposes. This may result in, among other things, earlier public disclosure of investments; restrictions on transactions (including the ability to make or dispose of certain investments at certain times); potential short-swing profit disgorgement; penalties and/or regulatory remedies; or adverse effects on the prices of investments for our investment professionals’ businesses that operate on the other side of such information barrier.

Although these information barriers are intended to address the potential conflicts of interests and regulatory, legal and contractual requirements applicable to us, we may decide, at any time and without notice to our shareholders, to remove or modify the information barriers. In addition, there may be breaches (including inadvertent breaches) of the information barriers and related internal controls. In the event that the information barrier is removed or modified, it would be expected that we will adopt certain protocols designed to address potential conflicts and other considerations relating to the management of the investment activities of those businesses that previously operated on opposite sides of an information barrier. See “Risks Relating to our Organizational and Ownership Structure — Our organizational and ownership structure may create conflicts of interest that may be resolved in a manner that is not in the best interests of our company or the best interests of our shareholders”.

The breach or failure of our information barriers could result in the sharing of material non-public information between investment professionals that operate on opposite sides of an information barrier, which may restrict the acquisition or disposition activities of one of our strategies and ultimately impact the returns generated for our investors. In addition, any such breach or failure could also result in potential regulatory investigations and claims for securities laws violations in connection with our direct and/or indirect investment activities. Any inadvertent trading on material non-public information, or perception of trading on material non-public information by our personnel, could have a significant adverse effect on our reputation, result in the imposition of regulatory or financial sanctions and negatively impact our ability to raise third-party capital and provide investment management services to our clients, all of which could result in negative financial impact to our investment activities.

Risks Relating to our Organizational and Ownership Structure

BN exercises substantial influence over BAM.

BN owns approximately 73% of the Class A Shares. As a result, for so long as BN maintains a significant voting interest in BAM, it will have the ability to exert substantial influence over many matters affecting BAM’s business, including: (i) the composition of the Board of Directors of BAM and, through such Board, any determinations with respect to the business plans and policies of BAM, including the appointment and removal of its officers; (ii) determinations with respect to acquisitions of businesses, mergers or other business combinations; and (iii) BAM’s capital structure, including financing activities.

In addition, BN has the right (but not the obligation) to participate up to 25% (net of any participation of our asset management business) in each new sponsored fund of our asset management business. This participation includes any participation by BN’s perpetual affiliates and BWS, but they are also not obligated to invest capital in our funds. Any fees to be paid to our asset management business on BN’s managed capital must be agreed to by BN, in its sole discretion. It is expected that most of BN’s capital will continue to be provided by the perpetual affiliates, for whom existing fee arrangements will continue to apply. For greater certainty, for any new capital, BN has a right to determine that no fees will apply. If BN does not commit all the capital it is entitled to provide, or does not agree for its capital to be fee-bearing, we may have difficulty growing our managed capital or our revenues.

Moreover, a significant portion of our Fee-Bearing Capital is represented by the capital of the perpetual affiliates, which are controlled by BN. BN will therefore exercise significant influence over their operation, including (among other things) distribution policies that enable us to earn incentive distributions.

BN has no obligation to provide backstops or other guarantees relating to new investments or acquisitions, or to commit capital on a transitional basis while other investors are being sourced, but any arrangements or understandings existing at the time of completion of the 2022 Arrangement will be continued. Moreover, if BN does make transitory investments it will generally be entitled to receive the same cost of carry for such investment as the relevant fund of our asset management business is entitled to under its fund documents (typically 8%) as well as stand-by / commitment fees at market rates and such other compensation as otherwise may be mutually agreed. It is possible that our ability to deploy capital may be adversely affected by not having BN’s backstops or other guarantees, or we may be required to deploy our own capital, or to pay for other sources of capital.

We depend on our global reputation for integrity and investment acumen. Our business could be negatively impacted by changes in BN’s global reputation. In addition, other than as described in this Annual Report, BN is not committed to an exclusive relationship with us, and we may compete with BN (except for capital represented by the perpetual affiliates, which is exclusive) or compete with other asset managers for BN’s capital.

The ownership of BN may change and the control of BAM may be transferred to a third party without shareholder approval.

BN is not required to maintain any ownership level in BAM and may sell the Class A Shares it owns to a third party without the consent of BAM shareholders. Similarly, if a third party were to acquire a significant ownership of BN’s Class A Shares and appoint new directors or officers of its own choosing, it would be able to exercise substantial influence over BAM’s policies and procedures and exercise substantial influence over BAM’s management. Such changes could result in BAM’s capital being used to make acquisitions in which BN has no involvement or to make acquisitions that are substantially different from those targeted by BAM’s current growth strategy. Additionally, BAM cannot predict with any certainty the effect that changes in the ownership of BN would have on the trading price of the Class A Shares or its ability to raise capital or make investments in the future, because such matters would depend to a large extent on the identity of the new owner and the new owner’s intentions with regard to BAM. As a result, BAM’s business, financial condition and results of operations may suffer.

Our organizational and ownership structure may create conflicts of interest that may be resolved in a manner that is not in our best interests or the best interests of our shareholders.

Our organizational and ownership structure involves a number of relationships that may give rise to conflicts of interest between us and our shareholders, on the one hand, and BN, on the other hand. For example, except to a limited extent, BN is not committed to an exclusive relationship with us, and we may compete with BN (except for capital represented by the perpetual affiliates, which is exclusive) or may compete with other asset managers for BN’s capital.

Many of our executives and employees have a material portion of their equity compensation awards that are tied to the performance of the shares of BN. If the market value of BAM’s shares and BN’s shares are not fully aligned, the existence of these awards may result in our executives and employees being less focused on BAM’s financial success.

Ineffective maintenance of our culture or ineffective management of human capital could adversely impact our business and financial performance.

Our ability to compete effectively in our business will depend upon our ability to attract new employees and retain and motivate our existing employees. Our senior management team has a significant role in our success and oversees the execution of our investment strategies. If we are unable to attract and retain qualified employees, our ability to compete successfully and achieve our business objectives could be limited, and our business, financial condition and results of operations could be negatively impacted.

Our ability to retain and motivate our management team, attract suitable replacements should any members of our management team leave, or attract new investment professionals as our business grows, is dependent on, among other things, the competitive nature of the employment market and the career opportunities and compensation that we can offer. In all of our markets, we face intense competition in connection with the attraction and retention of qualified employees.

We may experience departures of key professionals in the future. We cannot predict the impact that any such departures will have on our ability to achieve our objectives. Our senior management team possesses substantial experience and expertise and has strong business relationships with investors in our managed assets and other members of the business communities and industries in which we operate. As a result, the loss of these personnel could jeopardize our relationships with investors in our managed assets and other members of the business communities and industries in which we operate and result in the reduction of our assets under management or fewer investment opportunities. Accordingly, the loss of services from key professionals or a limitation in their availability could adversely impact our financial condition and cash flow. Furthermore, such a loss could be negatively perceived in the capital markets.

Additionally, the departure of certain individuals could trigger certain “key person” provisions in the documentation governing certain of our private funds, which would permit the limited partners of those funds to suspend or terminate the funds’ investment periods or withdraw their capital prior to the expiration of the applicable lock-up date. Our key person provisions vary by both strategy and fund and, with respect to each strategy and fund, are typically tied to multiple individuals, meaning that it would require the departure of more than one individual to trigger the key person provisions. Our human capital risks may be exacerbated by the fact that we do not maintain any key person insurance.

The conduct of our business and the execution of our strategy rely heavily on teamwork. Our continued ability to respond promptly to opportunities and challenges as they arise depends on co-operation and co-ordination across our organization and our team-oriented management structure, which may not materialize in the way we expect.

A portion of the workforce in some of our managed assets is unionized. If we are unable to negotiate acceptable collective bargaining agreements with any of our unions as existing agreements expire, we could experience a work stoppage, which could result in a significant disruption to the affected operations, higher ongoing labor costs and restrictions on our ability to maximize the efficiency of our operations, all of which could have an adverse effect on our financial results.

Risks Relating to Taxation

If BAM is classified as a passive foreign investment company, U.S. persons who own Class A Shares could be subject to adverse U.S. federal income tax consequences.

If BAM is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, a U.S. taxpayer that owns Class A Shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred as a result of BAM’s non-U.S. status, and additional U.S. tax reporting obligations. In general, a non-U.S. corporation will be a PFIC for a taxable year if, taking into account the income and assets of certain of its affiliates, (i) 75% or more of its gross income for such year constitutes passive income or (ii) 50% or more of its assets during such year produce or are held for the production of, passive income. Passive income generally includes interest, dividends, and other investment income.

Based on its current and expected income, assets, and activities, BAM does not expect to be classified as a PFIC for the current taxable year or in the foreseeable future. However, the determination of whether BAM is a PFIC depends upon the composition of its income and assets and the nature of its activities from time to time and must be made annually as of the close of each taxable year. The PFIC determination also depends on the application of complex U.S. federal income tax rules that are subject to differing interpretations. Thus, there can be no assurance that BAM will not be classified as a PFIC for any taxable year, or that the Internal Revenue Service or a court will agree with BAM’s determination as to its PFIC status. Holders of Class A Shares that are U.S. taxpayers are urged to consult their tax advisers regarding the application of the PFIC rules, including the related reporting requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of Class A Shares.

Changes in Canadian federal income tax law might adversely affect BAM and/or holders of Class A Shares.

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) will not be changed in a manner that adversely affects BAM and/or holders of Class A Shares. Any such developments could have a material adverse effect on the holders of Class A Shares or our business, financial condition and results of operations.

Reassessments by tax authorities or changes in tax laws could create additional tax costs for us.

We operate in countries with differing tax laws and tax rates. Our tax reporting is consistent with the tax laws in the countries in which we operate and the application of tax treaties between the various countries in which we operate. Our income tax reporting is subject to audit by tax authorities in the countries in which we operate. Our effective tax rate may change from year to year, based on changes in the mix of activities and income earned among the different jurisdictions in which we operate, changes in tax laws in these jurisdictions, changes in the tax treaties between the countries in which we operate, changes in our eligibility for benefits under those tax treaties, and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate on all or a portion of our income.

Governments around the world increasingly seek to regulate multinational companies and their use of differential tax rates between jurisdictions. This effort includes a greater emphasis by various nations on coordinating and sharing information regarding companies and the taxes they pay. A number of countries across the globe have also agreed to implement a “two pillar” plan for global tax reform, developed by the OECD/G20 Inclusive Framework on BEPS, to address perceived base erosion and profit shifting (“BEPS”) by some multinational groups. Governmental taxation reforms, policies and practices could adversely affect us and, depending on the nature of such reforms, policies and practices, including the implementation of the BEPS proposals in the jurisdictions in which we operate, could have a greater impact on us than on other companies. As a result of this increased focus on the use of tax planning by multinational companies, our company could be subject to negative media coverage, which may adversely impact our reputation.

Cybersecurity Governance

Cybersecurity at our company is overseen by our Board, the Audit Committee and management, and such oversight is also carried out through our Enterprise Information Security Policy (“EISP”).

The Audit Committee of our Board is responsible for overseeing risk management strategies that are specific to our company, including reviewing management’s assessment of the current and emerging risks and related mitigation strategies across financial and non-financial risks, including cybersecurity risks. Regular reports and updates on cybersecurity risks are made to senior management of BAM.

Pursuant to the EISP, executive management has appointed a Chief Information Security Officer (“CISO”), who works closely with senior management, legal counsel and external counsel to develop and monitor our data protection, privacy and cybersecurity program and policies. The CISO provides periodic reports to the Audit Committee, which subsequently reports to the Board about data protection and cybersecurity risks and issues. The CISO has over 20 years’ experience in cybersecurity oversight, holds a Bachelor's Degree in Computer Science and Economics from York University and holds a number of information security certifications, including: CISSP, CISM and CISA.

Cybersecurity Risk Management and Strategy

We have a cybersecurity program for assessing, identifying, and managing material risks from cybersecurity threats. This includes compliance with the EISP. Our cybersecurity program performance and effectiveness are also frequently assessed and audited internally and by third parties.

We believe our cybersecurity program is reasonably designed to materially protect the integrity and availability of our information and technology. This program addresses information security governance, employee security and data privacy awareness and training, relevant access and end-point security, vulnerability management, penetration testing, security monitoring and incident response, and recovery from operational disruption. We use technologies to optimize our security risk detection and response capabilities, in addition to access controls and anti-malware protections. Data protection technology is deployed and monitored. We believe our practices align with the NIST Cybersecurity Framework in meeting and exceeding the industry average in cybersecurity practice.

When we engage third parties, we have policies and processes to assess and govern their access and services, and manage the related risks affecting Brookfield's information and technology. For example, all third-party access must be authorized and have a legitimate business need. Prior to authorization and granting access, the terms and conditions of such access must be agreed to as part of a formal agreement or contract. In addition, all authorized third-party access must be limited, monitored and controlled as appropriate.

In addition, all employees regularly undergo mandatory continuing cybersecurity training. Employees in higher-risk functions receive additional training and cybersecurity awareness education. Audits, cybersecurity simulations and employee testing results indicate that our program is effective in protecting our information. The effectiveness of these programs is evaluated regularly through both internal and third-party audits.

In 2025, we undertook the following initiatives: completed a complex network transition to Secure Access Service Edge (SASE) network technology with enhanced zero-trust based security implemented globally; further enhanced our vulnerability management and attack surface reduction capabilities; continued improving our data protection by implementing ransomware protected backup technology; continued mandatory cybersecurity education and increasingly difficult phishing simulations for all employees.

Our systems face cybersecurity risks, and we have in the past experienced threats to our data and systems. However, to date, these incidents have not had a material impact on our business strategy, results of operations, or financial condition. We can provide no assurance that we will not experience any material cybersecurity threats or incidents in the future. See “Part I—Item 1A. Risk Factors—Failure to maintain the security of our information and technology systems could have a material adverse effect on us”.

Our principal executive office is located at Brookfield, 225 Liberty Street, 8th Floor, New York, NY. We also lease space for our other offices in North America, South America, Europe, Middle East, and Asia-Pacific. We consider these facilities to be suitable and adequate for the management and operations of our business.

For a discussion of BAM's legal proceedings, see the section entitled “Litigation” appearing in Note 21, “Commitments and Contingencies” in BAM's consolidated financial statements included elsewhere in this report, which is incorporated herein by reference.

The following discussion and analysis should be read in conjunction with BAM's consolidated financial statements and the related notes included within this Annual Report.

This section of the Annual Report discusses activity as of and for the years ended December 31, 2025 and 2024. For discussion on activity for the year ended December 31, 2024 and period-over-period analysis on results for the year ended December 31, 2024 to 2023, refer to Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended December 31, 2024, which specific discussion is incorporated herein by reference.

Business Environment

In 2025, global GDP growth is estimated to have risen by 3.2% compared to 3.3% in 2024. Economic activity continued to be supported by easing inflationary pressures, resilient employment conditions, and the gradual normalization of monetary policy across most advanced economies. Labor markets continued to rebalance, though unemployment rates generally remained low by historical standards. Headline inflation in most advanced economies remained near central bank targets, with services inflation and wage growth proving more persistent.

Divergences in economic performance across regions persisted in 2025. The U.S. and parts of Asia continued to outperform, supported by domestic demand and investment, while growth in the Eurozone, the United Kingdom, and China remained comparatively subdued due to structural constraints and weaker demand.

U.S. economic growth slowed modestly in 2025 to 2.1% from the elevated pace of 2.8% recorded in 2024. Inflation continued to ease, with core measures trending lower over the year. Labor market conditions cooled gradually, reflected in declining job openings and improved labor force participation. The unemployment rate increased modestly but remained low by historical standards, indicating a decelerating yet resilient labor market.

Monetary policy normalization continued across most developed markets in 2025. Following the initiation of easing cycles in 2024, central banks generally adopted a more measured pace of rate adjustments, balancing progress on inflation against financial stability considerations and elevated fiscal issuance. Policy rates across advanced economies ended the year below peak levels but remained above pre‑pandemic norms.

In the U.S., the Federal Reserve continued its easing cycle with 75 basis points of cuts in 2025, in line with improving inflation dynamics and moderating growth. Treasury yields remained volatile, reflecting shifting expectations for the terminal policy rate, fiscal supply dynamics, and global demand for safe assets.

Elsewhere, the European Central Bank and the Bank of England continued gradual easing, while the Bank of Japan proceeded cautiously following the exit from negative interest rate policy. Monetary policy outcomes in emerging markets varied, reflecting differences in inflation trajectories, currency pressures, and domestic growth conditions.

Credit market conditions remained constructive in 2025. Investment grade and high yield credit spreads stayed tight by historical standards, despite episodic volatility driven by macroeconomic data releases and geopolitical developments. Primary market issuance remained supported by refinancing activity and sustained investor demand for income‑oriented assets.

In 2025, equity markets delivered strong returns following the robust performance seen in prior years. The S&P 500 posted a total return of ~17.9% and reached new all-time highs, supported by easing monetary policy and resilient corporate earnings. The Nasdaq Composite and Nasdaq-100 also registered notable gains of about ~21%, driven by strength in technology and growth sectors. International equity markets outperformed U.S. benchmarks, with broad global indices such as the MSCI All Country World ex-U.S. and other developed market indices rising by ~30%.

Global merger and acquisition activity improved further in 2025, supported by lower financing costs and improved corporate confidence. The rebound was global, with strong growth in the number and value of deals in the U.S., Asia, Europe, the Middle East and Africa. The global initial public offering market showed signs of recovery and stabilization during 2025, with total proceeds increasing compared with the prior year across a broad range of sectors.

Political developments continued to influence the global macroeconomic backdrop in 2025 following political elections in 2024. Markets adjusted to evolving policy priorities in the U.S., Europe, and parts of Asia. While financial markets remained relatively resilient, uncertainty related to fiscal policy, geopolitics, and trade dynamics continued to affect investor sentiment and capital allocation decisions.

Our business is well-positioned within the evolving alternative asset management landscape by leveraging a strategic and agile approach to investment opportunities. As investors seek diversification and innovative solutions, we are equipped to navigate market complexities and government policies by delivering value through disciplined strategies. Our ability to adapt to shifting economic conditions and capitalize on emerging trends ensures we remain a trusted partner in achieving long-term financial outcomes.

Review of Financial Results

Income Statement Analysis

Consolidated Statements of Operations

The following table summarizes the consolidated statements of operations for BAM for the years ended December 31, 2025, 2024 and 2023:

BAM primarily generates revenue from fees earned pursuant to contractual arrangements with funds, publicly traded vehicles, and investors, as well as transaction and advisory fees. These fees include base management fees, incentive fees, and certain advisory fees. Base management fees are long-term, recurring in nature, and correspond to fundraising activity, NAVs of certain of our funds, and market capitalizations of our publicly traded vehicles, specifically BIP, BEP and BBU. Incentive fees are performance fees earned from BIP and BEP for exceeding predetermined distribution thresholds, are long-term, and are not subject to clawback. Incentive fees also include performance fees earned from BBU for exceeding the current high watermark threshold and are not subject to clawback.

BAM is entitled to carried interest allocations assuming certain investment returns are achieved, as well as incentive management fees in certain of our structures where we are entitled to contractual fees from an investment fund based on achieving prescribed investment returns.

The composition of our revenues will vary based on market conditions and the cyclical nature of our businesses. Carried interest allocations generated by our funds and associated carried interest compensation are driven by the performance of the underlying investments, as well as overall market conditions. Fair values are affected by changes in the fundamentals of our investments, the industries in which they operate, the overall economy, and other market conditions. The impact of fair values of our underlying investments throughout market cycles may result in material increases or decreases to carried interest generated, net of expenses.

Expenses primarily include employee base compensation, bonuses, and share-based compensation. Period over period changes in employee base compensation and bonuses generally result from changes in headcount and annual salary changes. Share-based awards are granted in the first quarter of each year and generally vest over 5 years. Equity settled compensation awards vest on a graded basis over the vesting period and cash settled share-based compensation awards are recorded at fair value quarterly based on the trading price of BAM Class A Shares. Therefore, for cash settled share-based compensation, an increase or decrease in the share price of BAM will result in share-based compensation expense or recovery.

For the years ended December 31, 2025 and 2024

Net income for the year ended December 31, 2025 was $2.4 billion, of which $2.5 billion was attributable to common stockholders. This compares to net income of $2.1 billion for the year ended December 31, 2024, of which $2.2 billion was attributable to common stockholders.

Revenues

Revenues for the year ended December 31, 2025 were $4.8 billion, which represents an increase of $837 million or 21% compared to $4.0 billion of revenue for the year ended December 31, 2024.

Base Management and Advisory Fees

Base management and advisory fees for the year ended December 31, 2025 were $3.4 billion, which represents an increase of $427 million or 14% compared to the year ended December 31, 2024. Management fee revenues increased by $123 million from capital raised for the fifth vintage of our real estate flagship fund, $114 million from capital raised for the second vintage of our global transition flagship fund, and $65 million attributable to fundraising from our perpetual infrastructure complementary strategies. In addition, management fees increased $55 million from insurance capital inflows from BWS and $44 million from a higher trading price of BIP, BEP, and BBU. These increases were partially offset by $17 million of lower fees from earlier vintages of our real estate flagship funds and certain infrastructure funds as a result of monetizations.

Incentive Fees

Incentive fees for the year ended December 31, 2025, were $560 million, an increase of $136 million or 32% from the year ended December 31, 2024. This increase was primarily driven by BBU performance fees of $95 million as a result of the share price exceeding the previous high watermark. In addition, incremental incentive fees were recognized as a result of a 6% growth in BIP dividends of $24 million and 5% growth in BEP dividends of $17 million.

Carried Interest Allocations

Carried interest allocations are a performance fee arrangement which is earned from those arrangements where BAM has a general partner capital interest and is entitled to a disproportionate allocation of investment income. Each of these general partners is generally entitled to a carried interest that allocates to it 20% of the net profits realized by the limited partners from the fund’s investment subject to the return of contributed capital and a preferred return of typically 8% per annum to the limited partners. At the end of each reporting period, the Company calculates the balance of accrued carried interest that would be due to BAM for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized.

Realized carried interest allocations were $nil for the year ended December 31, 2025, which represents a net decrease of $25 million compared to the year ended December 31, 2024. Realized carried interest allocations in the prior year were predominantly due to dispositions within our first real estate flagship fund and certain other real estate fund strategies. All realized carried interest income for the year ended December 31, 2024, net of carried interest compensation related to mature funds and are attributable to BN through our redeemable preferred shares.

The unrealized carried interest allocations of $209 million for the year ended December 31, 2025 represents an increase of $218 million compared to the year ended December 31, 2024. The gross increase of $943 million compared to the prior year reflects changes in fund valuations associated with the fifth vintage of our infrastructure flagship fund of $416 million and the first vintage of our global transition flagship fund for $297 million. In addition, $187 million of increases were associated with various private equity funds including the sixth vintage of our private equity flagship fund. This was partially offset by a decrease of $734 million compared to the prior year reflecting lower relative valuations across various mature real estate flagship funds.

Carried interest allocations generated by new funds are 66.7% attributable to BAM and 33.3% to BN. Within the consolidated statements of operations, carried interest allocations are presented on a 100% basis and the portion attributable to BN is presented in net loss (income) attributable to non-controlling interest in consolidated entities. Unrealized carried interest allocations attributable to BAM were $629 million for the year ended December 31, 2025, compared to $257 million for the year ended December 31, 2024.

The following table presents the carried interest in new funds, and related performance compensation by investment strategy.

1. Carried interest generated within our partner managers in Credit is presented within the investment balance of our partner managers rather than accrued carried interest and as a result is excluded from the table above.

The following table presents the change in accrued carried interest in new funds by investment strategy.

1. Carried interest generated within our partner managers in Credit is presented within the investment balance of our partner managers rather than accrued carried interest and as a result is excluded from the table above.

Interest and Dividend Revenue

Interest and dividend revenue for the year ended December 31, 2025 was $98 million, which represents a decrease of $45 million compared to the year ended December 31, 2024. The decrease was primarily due to lower interest income earned on our deposit with BN.

Interest and Dividend Revenue of Consolidated Funds

Interest and dividend revenue of consolidated funds for the year ended December 31, 2025 was $31 million, which represents interest and dividends earned from investments held by BSI II in which BAM holds a sufficient interest to require the consolidation of the fund.

Other Revenues

Other revenues are largely comprised of recoverables from BN related to share and performance-based compensation as defined by the Services Agreement, fund expense recharges, and incentive management fees earned on certain funds. Share-based and performance-based award expenses that are recoverable from BN are recognized in other revenues with the offsetting expense recognized in compensation and benefits, and carried interest allocation compensation, respectively. Other revenues were $535 million for the year ended December 31, 2025, an increase of $95 million compared to the year ended December 31, 2024. Of the total increase, $45 million was due to higher recoveries in share and performance-based compensation. In addition, the increase was also driven by $38 million of general operating cost recoveries from affiliates.

Expenses

Total expenses for the year ended December 31, 2025 were $2.0 billion, an increase of $364 million or 22% compared to the year ended December 31, 2024.

Compensation and Benefits

Compensation and benefits for the year ended December 31, 2025 was $1.4 billion, which represents an increase of $219 million compared to the year ended December 31, 2024. This was attributable to higher share-based compensation expense of $65 million on our share and performance-based awards reflecting additional existing cash-settled awards recognized upon the completion of the 2025 Arrangement. This increase was partially offset by a decrease in the trading price of Class A Shares during the year. The remaining increase is due to higher compensation costs from the ongoing growth of our business.

Other Operating Expenses

Other operating expenses are comprised of professional fees, facilities costs, as well as costs directly associated with our fundraising and investment functions. Other operating expenses were broadly consistent with the prior year at $354 million for the year ended December 31, 2025, compared to $347 million for the year ended December 31, 2024.

Carried Interest Allocation Compensation

Compensation expenses related to carried interest allocation compensation was $146 million for the year ended December 31, 2025, which represents a change of $53 million compared to the year ended December 31, 2024. This was primarily driven by higher relative valuations across certain renewable, infrastructure, and private equity funds compared to the prior year. The carried interest compensation expense associated with mature funds is fully recoverable from BN. Carried interest compensation expense on new funds was $53 million during the year.

Interest Expense

Interest expense for year ended December 31, 2025 was $87 million, which represents an increase of $65 million compared to the year ended December 31, 2024. This was primarily driven by BAM's increased borrowings from our senior note offerings completed during the year.

Interest Expense of Consolidated Funds

Interest expense of consolidated funds for the year ended December 31, 2025 was $28 million, which was primarily driven by borrowings made by BSI II in which BAM holds a sufficient interest to require the consolidation of the fund.

Other Expenses, net

Other expenses, net for the year ended December 31, 2025 was $297 million compared to $93 million in the prior year. This increase was driven by a mark-to-market loss of $180 million on our investment in BSREP III during the year ended December 31, 2025 compared to a loss of $82 million during the year ended December 31, 2024. The remaining increase was due to mark-to-market revaluations in put and call options to acquire additional interests in our partner managers.

Other Income, net of Consolidated Funds

Other income, net of consolidated funds for the year ended December 31, 2025 was $37 million compared to $nil in the prior year. This represents the underlying fair value changes of investments held by BSI II in which BAM holds a sufficient interest to require the consolidation of the fund.

Share of Income from Equity Method Investments

Our share of income from equity method investments was $402 million compared to $339 million in the prior year, an increase of $63 million. This increase was driven by $160 million of incremental earnings primarily from Castlelake and Concora as well as other partner managers, offset by $97 million of lower earnings from Oaktree.

Income Tax Expense

Income tax expense was $527 million for the year ended December 31, 2025, which represents an increase of $89 million compared to the year ended December 31, 2024. The increase in income tax expense was predominantly driven by the impairment of deferred tax assets during the year.

Net Loss Attributable to Preferred Share Redeemable Non-Controlling Interest

BAM recognizes carried interest income and associated carried interest allocation expense on mature funds within our consolidated statements of operations on a gross basis. As the net carried interest generated on mature funds is attributable to BN, the net income or loss attributable to BN via the preferred shares primarily represents the change in carried interest, net of carried interest allocation expense and taxes on mature funds owing to BN.

Net loss attributable to preferred redeemable non-controlling interest was $480 million for the year ended December 31, 2025 primarily due to lower valuations in certain mature real estate funds.

Net Income Attributable to Non-Controlling Interest of Consolidated Entities

Net income attributable to non-controlling interest of consolidated entities was $369 million for the year ended December 31, 2025. BAM recognizes carried interest allocations on new funds within our consolidated statements of operations on a gross basis. On new funds, 33.3% of carried interest allocations are attributable to BN. This balance is primarily the carried interest generated on new funds that is attributable to BN and fluctuates depending on the carried interest generated on new funds during the year.

Net Income Attributable to Non-Controlling Interest of Consolidated Funds

For income earned by certain funds in which BAM holds a sufficient interest to require the consolidation of the funds, a portion of the income earned is attributable to other parties invested in the funds. Net income attributable to non-controlling interest of consolidated funds was $24 million for the year ended December 31, 2025.

Balance Sheet Analysis

Consolidated Balance Sheets

The following table presents the consolidated balance sheets of BAM as at December 31, 2025 and 2024:

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As at December 31, 2025 and 2024

Assets

Total assets were $17.0 billion as at December 31, 2025, an increase of $2.9 billion or 20% compared to December 31, 2024.

Cash and Cash Equivalents

Cash and cash equivalents were $1.6 billion as at December 31, 2025, an increase of $1.2 billion from December 31, 2024. This was largely driven by cash inflows of $2.5 billion from BAM's senior note offerings during the year. The increase was partially offset by cash outflows of approximately $555 million due to investments made in Oaktree, Concora, Primary Wave, Angel Oak and warehoused investments made by BAM to support its various strategies. Share repurchases made during the year resulted in a further decrease of $412 million in cash and cash equivalents.

Accounts Receivable and Other, Net

Accounts receivable and other, net of $333 million primarily consists of receivables from third parties and prepaid expenses. The decrease of $150 million from December 31, 2024 was largely driven by the timing of collections.

Financial Assets

Financial assets of $417 million primarily consists of call options to acquire additional interests in Primary Wave, Castlelake, LCM and Angel Oak in the future and financial instruments associated with various other investments. The increase of $186 million from December 31, 2024 was largely driven by mark-to-market valuation increases on certain call options.

Due from Affiliates

Due from affiliates of $3.3 billion primarily relates to management fees earned but not collected from our managed funds, receivables for expenses paid on behalf of certain of our funds, as well as reimbursements due from BN for long-term compensation awards. The movement of $780 million from December 31, 2024 reflects additional receivables owing from BN associated with existing share-based compensation and carried interest compensation awards upon the completion of the 2025 Arrangement.

Investments

Investments are mainly comprised of our:

• approximate 74% economic interest in Oaktree of $4.7 billion (2024 – $4.6 billion);
• limited partnership interest in BSREP III of $700 million (2024 - $1.0 billion);
• economic interest in Castlelake of $720 million (2024 – $538 million);
• accumulated unrealized carried interest in our mature and new funds of $197 million (2024 - $931 million) and $1.6 billion (2024 - $693 million), respectively;
• approximate 11% economic interest in Pretium of $330 million (2024 - $351 million);
• 44% economic interest in Primary Wave of $261 million (2024 – $147 million);
• 49.9% economic interest in LCM of $221 million (2024 – $186 million);
• 51.3% economic interest in Angel Oak of $133 million (2024 - $nil); and
• limited partner interests in funds of $368 million (2024 - $29 million) including Pinegrove Fund (2025 – $230 million; 2024 – $25 million), BPE (2025 – $92 million; 2024 - $nil), BGTF II (2025 - $36 million; 2024 - $nil);

The investment in BSREP III and carried interest generated on mature funds are fully attributable to BN through their preferred shares redeemable non-controlling interest and does not impact net income attributable to common stockholders. Accrued carried interest in new funds, including current funds and open-ended funds, as defined therein, is attributed to BN at 33.3%. The remaining accrued carried interest in new funds, net of associated compensation is attributable to common stockholders.

During the year, net investment increases of $682 million were primarily due to investments made by BAM during the year in Castlelake's acquisition of Concora ($197 million), Pinegrove Fund ($172 million), Angel Oak ($149 million), and Primary Wave ($84 million). In addition, investments also increased due to changes in value of accumulated unrealized carried interest on new funds ($943 million), partially offset by a decrease in accumulated unrealized carried interest on mature funds ($734 million).

Investments Held for Sale

Investments held for sale was $nil at December 31, 2025. The decrease of $242 million compared to December 31, 2024 was a result of BAM's disposition of its interest in Redwood Evergreen Fund LP for approximately $257 million during the year ended December 31, 2025.

Investments of Consolidated Funds

Investments of consolidated funds represents investments held in BSI II in which BAM holds a sufficient interest to require the consolidation of the fund. Investments in BSI II are measured at fair value. The increase of $254 million compared to December 31, 2024 was driven by additional investments made by BSI II.

Intangible assets, net

Intangible assets, net was $234 million as at December 31, 2025 and was recognized upon the completion of the 2025 Arrangement.

Liabilities

Total liabilities were $6.7 billion as at December 31, 2025, an increase of $3.8 billion or 127% compared to December 31, 2024.

Accounts Payable and Other, Net

Accounts payable and other, net primarily consists of accrued bonus compensation, performance and cash-settled share-based compensation. The increase of $1.1 billion compared to December 31, 2024 reflects additional existing cash-settled awards recognized upon the completion of the 2025 Arrangement.

Financial Liabilities

Financial liabilities of $449 million primarily consists of contingent consideration associated with our investment in Castlelake and the mark-to-market of derivatives associated with put options on certain of our other partner managers. The increase of $221 million compared to December 31, 2024 predominantly reflects the change in value of the Castlelake options during the year.

Due to Affiliates

Due to affiliates of $720 million reflects amounts payable to related parties for share and cash-based compensation, as well as for services received in the normal course of business including operating expenses payable. The decrease of $372 million or 34% relative to December 31, 2024 was due to the elimination of certain amounts owing as a result of the 2025 Arrangement and payments made on certain amounts payable to related parties.

Corporate Borrowings

Corporate borrowings increased by $2.5 billion as a result of BAM's senior note offerings during the year ended December 31, 2025.

Borrowings of Consolidated Funds

Borrowings of consolidated funds represents borrowings used to finance investments within BSI II where BAM is required to consolidate the fund due to our economic interest. These increased borrowings of $211 million compared to December 31, 2024 was driven by borrowings made by BSI II to fund additional investments.

Preferred Shares Redeemable Non-Controlling Interest

BAM recognizes carried interest generated and associated carried interest allocation expense on mature funds within our consolidated statements of operations. As the net carried interest generated on mature funds is all attributable to BN, this balance primarily represents the accumulated unrealized carried interest, net of carried interest allocation expense and taxes on mature funds owing to BN.

Preferred shares redeemable non-controlling interest was $1.4 billion as at December 31, 2025, a decrease of $705 million compared to $2.1 billion as at December 31, 2024. This movement was due to a decrease in unrealized carried interest on mature real estate flagship funds, as well as settlements of amounts owed to BN during the year ended December 31, 2025.

Non-Controlling Interest in Consolidated Entities

Non-controlling interest in consolidated entities was $773 million as at December 31, 2025, an increase of $437 million compared to $336 million as at December 31, 2024. This increase was primarily due to carried interest generated across the latest vintages of our flagship funds of which 33.33% is owed to BN, non-controlling interests associated with our equity-settled share-based compensation and other non-controlling interests associated with various entities within BAM.

Cash Flow Statement Analysis

Review of Consolidated Statements of Cash Flows

Refer to the following table that summarizes the consolidated statements of cash flows for BAM for the years ended December 31, 2025, 2024 and 2023:

This statement reflects activities within our consolidated operations and therefore excludes activities within non-consolidated entities.

For the years ended December 31, 2025 and 2024

Operating Activities

During the year ended December 31, 2025, the Company's operating activities generated cash inflows of $2.1 billion, compared to cash inflows of $1.6 billion in the prior year. Cash flows from operating activities primarily include the receipt of base management and advisory fees, incentive fees, realized carried interest, and interest and dividend revenue, offset by the payment of operating expenses incurred in the normal course of business, including compensation, operating and general and administrative expenses, and income tax payments.

Investing Activities

Net cash outflows from investing activities totaled $339 million, compared to outflows of $1.7 billion in the prior year. Net outflows of $339 million during the year ended December 31, 2025 were primarily attributable to approximately $1.0 billion of investments, including BAM's participation in Castlelake's acquisition of Concora, our step-up in ownership of Oaktree and Primary Wave, and an investment in Angel Oak. These outflows were partially offset by $619 million of proceeds from investment dispositions and distributions received from certain investments. The $1.7 billion net cash outflows in the prior year were largely attributable to $1.9 billion of investments related to Castlelake, Pretium, Redwood Evergreen Fund LP and GEMS Education.

Financing Activities

Net cash outflows from financing activities totaled $590 million, compared to outflows of $2.1 billion in the prior year. Net cash outflows of $590 million during the year ended December 31, 2025 were primarily attributable to $2.8 billion (2024 - $2.5 billion) of dividend distributions and $412 million of share repurchases, which was partially offset by $2.5 billion of senior note issuances during the year.

Key Financial and Operating Measures

BAM prepares its financial statements in conformity with U.S. GAAP. This report discloses a number of non-GAAP financial and supplemental financial measures which are utilized in monitoring our asset management business, including for performance measurement, capital allocation and valuation purposes. BAM believes that providing these performance measures is helpful to investors in assessing the overall performance of our asset management business. These non-GAAP financial measures should not be considered as the sole measure of BAM’s performance and should not be considered in isolation from, or as a substitute for, similar financial measures calculated in conformity with U.S. GAAP financial measures. These non-GAAP financial measures are not standardized financial measures and may not be comparable to similar financial measures used by other issuers. The financial results of BAM includes the asset management activities of Oaktree, an equity accounted affiliate, in its key financial and operating measures for our asset management business. See “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of U.S. GAAP to Non-GAAP Measures”, in this report.

Non-GAAP Measures Utilized by BAM

Fee Revenues

Fee Revenues is a key metric analyzed by management to determine the growth in recurring cash flows from our asset management business. Fee Revenues include base management fees, incentive distributions, performance fees and transaction fees. Fee Revenues exclude carried interest and revenues of consolidated funds, but include Fee Revenues earned by Oaktree. The most directly comparable measure of Fee Revenues disclosed in the financial statements is base management and advisory fees. See “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of U.S. GAAP to Non-GAAP Measures” for our reconciliation of Fee Revenues.

Fee-Related Earnings

Fee-Related Earnings is used to provide additional insight into the operating profitability of our asset management activities. Fee-Related Earnings are recurring in nature and not based on future realization events. Fee-Related Earnings is comprised of Fee Revenues less direct costs associated with earning those fees, which include employee compensation and professional fees as well as business related technology costs, and other shared services costs. Fee-Related Earnings exclude revenues and expenses of consolidated funds. The most directly comparable measure of Fee-Related Earnings disclosed in the primary financial statements is net income. See “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of U.S. GAAP to Non-GAAP Measures” for our reconciliation of Fee-Related Earnings.

Distributable Earnings

BAM intends to pay out at least approximately 90% of its Distributable Earnings to shareholders quarterly and reinvest the balance back into the business.

Distributable Earnings provides insight into earnings that are available for distribution or to be reinvested by BAM. It is calculated as the sum of its Fee-Related Earnings, realized carried interest, returns from our corporate cash and financial assets, interest expense, cash taxes, and general and administrative expenses excluding equity-based compensation expenses. The most directly comparable measure disclosed in the primary financial statements of our asset management business for Distributable Earnings is net income. See “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of U.S. GAAP to Non-GAAP Measures” for our reconciliation of Distributable Earnings.

Supplemental Financial Measures Utilized by BAM

Assets Under Management

AUM refers to the total fair value of assets managed, calculated as follows:

• Investments that Brookfield, which includes BAM, BN, or their affiliates, either:
• Consolidates for accounting purposes (generally, investments in respect of which Brookfield has a significant economic interest and unilaterally directs day-to-day operating, investing and financing activities), or
• Does not consolidate for accounting purposes but over which Brookfield has significant influence by virtue of one or more attributes (e.g., being the largest investor in the investment, having the largest representation on the investment’s governance body, being the primary manager and/or operator of the investment, and/or having other significant influence attributes),
• Are calculated at 100% of the total fair value of the investment taking into account its full capital structure — equity and debt — on a gross asset value basis, even if Brookfield does not own 100% of the investment, with the exception of investments held through our perpetual funds, which are calculated at its proportionate economic share of the investment’s NAV.
• All other investments are calculated at Brookfield’s proportionate economic share of the total fair value of the investment taking into account its full capital structure — equity and debt — on a gross asset value basis.

Our methodology for determining AUM differs from the methodology that is employed by other alternative asset managers as well as the methodology for calculating regulatory AUM that is prescribed for certain regulatory filings (e.g., Form ADV and Form PF).

Fee-Bearing Capital

Fee-Bearing Capital represents the capital committed, pledged, or invested in our perpetual affiliates, private funds and liquid strategies that we manage which entitles us to earn Fee Revenues. Fee-Bearing Capital includes both called (“invested”) and uncalled (“pledged” or “committed”) amounts.

When reconciling period amounts, we utilize the following definitions:

• Inflows include capital commitments and contributions to our private and liquid strategies funds, and capital issuances in our perpetual affiliates.
• Outflows represent distributions and redemptions of capital from liquid and perpetual capital.
• Distributions represent quarterly distributions from perpetual affiliates as well as returns of committed capital (excluding market valuation adjustments), redemptions and expiry of uncalled commitments within our private funds.
• Market valuation includes gains (losses) on portfolio investments, perpetual affiliates and liquid strategies based on market prices.
• Other includes changes in net non-recourse leverage included in the determination of the permanent capital vehicle capitalizations and the impact of foreign exchange fluctuations on non-U.S. dollar commitments.

Uncalled Fund Commitments

Total Uncalled Fund Commitments includes capital callable from fund investors, including funds outside of their investment period, for which capital is callable for follow-on investments.

Fee-Bearing Capital Diversification

AS AT DEC 31 (BILLIONS)

Long-term Private Funds

As of December 31, 2025, we managed approximately $285 billion of Fee-Bearing Capital across a diverse range of long-term private funds that target opportunistic (20%+, gross), value-add (15%-16%, gross), core and core plus (9%-13%, gross) returns. These funds are generally closed-end and have a long duration, typically committed for 10 years with 2 one-year extension options.

On these products, we earn:

• Diversified and long-term base management fees, typically on committed capital or invested capital, depending on the nature of the fund and where the fund is in its life,
• Transaction and advisory fees on co-investment capital that we raise and deploy alongside our long-term private funds, which vary based on transaction agreements, and
• Carried interest or performance fees, which entitle us to a portion of overall fund profits, provided that investors receive a minimum prescribed preferred return. Carried interest is typically paid towards the end of the life of a fund after capital has been returned to investors and may be subject to “clawback” until all investments have been monetized and minimum investment returns are sufficiently assured. BN is entitled to receive 33.3% of the carried interest on new sponsored funds of BAM and will retain all of the carried interest earned on our existing mature funds.

Permanent Capital and Perpetual Strategies

As of December 31, 2025, we managed approximately $241 billion of Fee-Bearing Capital across our permanent capital vehicles, perpetual core, and core plus private funds.

On these products, we earn:

• Long-term perpetual base management fees, which are based on the market capitalization or NAV of our permanent capital vehicles and on the NAV of our perpetual private funds.
• Stable incentive distribution fees from BEP and BIP, which are linked to the growth in cash distributions paid to investors above a predetermined hurdle. Both BEP and BIP have a long-standing track record of growing distributions annually within their target range of 5-9%.
• Performance fees from BBU are based on unit price performance above a prescribed high watermark price, which are not subject to clawback, as well as carried interest on our perpetual private funds.

Liquid Strategies

As of December 31, 2025, we managed approximately $77 billion of Fee-Bearing Capital across our liquid strategies, which included capital that we manage on behalf of our publicly listed funds and separately managed accounts, with a focus on fixed income and equity securities across real estate, infrastructure, and natural resources.

On these products, we earn:

• Base management fees, which are based on committed capital or fund NAV, and
• Performance income based on investment returns above a minimum prescribed return.

Analysis of Key Non-GAAP Financial and Operating Measures

The following section contains a discussion and analysis of key financial and operating measures utilized in managing our business, including for performance measurement, capital allocation, and valuation purposes. For further detail on our non-GAAP and performance measures, please refer to “Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Measures”, in this report.

Fee-Bearing Capital

The following tables summarize Fee-Bearing Capital as at December 31, 2025, 2024 and 2023:

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The changes in Fee-Bearing Capital are set out in the following tables for the years ended December 31, 2025, 2024 and 2023:

For the year ended December 31, 2025

Fee-Bearing Capital was $603 billion as at December 31, 2025 compared to $539 billion as at December 31, 2024, representing a net increase of $64.2 billion, or 12%:

• Inflows of $90.8 billion include capital commitments and contributions to our long-term private funds and liquid strategies, and issuances from our perpetual affiliates. During the year ended December 31, 2025, infrastructure inflows of $5.9 billion were predominantly attributable to fundraising from our co-investment vehicles and perpetual strategies as well as the issuance of debt from BIP. Renewable power and transition inflows of $10.4 billion were primarily attributable to closes on the second vintage of our flagship global transition fund and our catalytic transition fund, inflows from other long-term private funds and perpetual strategies, and the issuance of debt from BEP. Private equity inflows of $5.3 billion were driven by new commitments to our co-investment vehicles as well as fundraising from complementary strategies and other long-term private funds. Real estate inflows of $16.2 billion were attributable to capital deployment and fundraising from our real estate flagship funds including co-invest capital as well as opportunistic debt repayment within our permanent real estate vehicle. Credit inflows of $53.0 billion were primarily driven by insurance capital inflows from BWS, fundraising and capital deployed across long-term, perpetual, and liquid strategies, and fundraising associated with our partner managers.
• Outflows represent distributions and redemptions of capital from liquid and perpetual strategies. During the year ended December 31, 2025, outflows of $22.2 billion were predominantly driven by outflows of related to BWS insurance capital as well as redemptions within certain of our liquid and perpetual strategies.
• Distributions represent quarterly distributions from our perpetual affiliates as well as returns of committed capital and redemptions and expiry of uncalled commitments within our private funds. During the year ended December 31, 2025, distributions of $26.8 billion were driven by $8.9 billion from Oaktree long-term private funds, $6.3 billion from infrastructure, private equity, and real estate flagship funds, $4.7 billion from our listed affiliates and BPG, $2.6 billion attributable to partner managers, and the remainder attributable to certain complementary strategies as well as various earlier vintages of our long-term private funds.
• Market valuation includes gains (losses) on portfolio investments, perpetual affiliates and liquid strategies based on market prices. During the year ended December 31, 2025, increases of $24.8 billion were driven by $12.0 billion as a result of higher market prices of BEP, BIP, and BBU, $10.0 billion attributable to liquid and perpetual credit strategies, $2.2 billion attributable to certain credit long-term private funds, and $1.3 billion attributable to perpetual infrastructure strategies.
• Other includes $2.5 billion of changes in net recourse leverage included in the determination of the permanent capital vehicle capitalizations and the impact of foreign exchange fluctuations on non-U.S. dollar commitments. Private equity movements of $3.4 billion primarily relate to lower valuations within earlier vintages of our flagship funds and co-investment vehicles and debt repayment by BBU. Credit movements of $3.3 billion were primarily attributable to the addition of Angel Oak partially offset by changes in fee-basis associated with certain perpetual and long-term private fund vehicles. Renewable power and transition changes of $3.0 billion were as a result of a one-time rebalancing of Fee-Bearing Capital between infrastructure and renewable power and transition strategies based on investment mix as well as debt repayment by BEP. Infrastructure increases of $1.8 billion were driven by a rebalancing of Fee-Bearing Capital between infrastructure and renewable power and transition based on investment mix. Real estate changes of $1.1 billion primarily related to lower valuations within an earlier vintage flagship fund. The impact of foreign exchange contributed to certain movements of Fee-Bearing Capital within long-term private funds across the business.

Distributable Earnings

1. Base management fees and direct costs are presented on a 100% basis for BAM and BAM's investment in Oaktree.

2. Direct costs include compensation expense, other operating expenses and general, administrative, and other expenses, and related Oaktree direct costs at 100%.

3. Fee-Related Earnings include Oaktree’s Fee-Related Earnings at our approximate 74% ownership interest (December 31, 2024 – 73%).

4. This adjustment adds back equity-based compensation costs.

5. This adjustment adds back other income associated with our portion of partly owned subsidiaries’ investment income, realized carried interest, interest income and interest expense.

For the year ended December 31, 2025

Fee Revenues for the year ended December 31, 2025 were $5.5 billion, an increase of $781 million or 17% compared to the prior year. This increase was predominantly due to an increase in base management fees of $663 million or 16%, driven by $123 million of incremental fee revenue from the fifth vintage of our flagship real estate fund and $114 million from the second vintage of our flagship global transition fund. Additionally, $235 million of incremental Fee Revenues were primarily as a result of earnings from partner manager acquisitions during the year which are not reflected in the comparative year. BAM also realized additional fees of $174 million from fundraising and growth across our private funds and complementary strategies and $48 million of higher Fee Revenues from our listed affiliates as a result of higher share prices of BIP, BEP, and BBU as well as a higher NAV of BPG. In addition, we recognized incremental fee revenue of $55 million from BWS due to the AEL Mandate. These increases were partially offset by $86 million in lower fees from certain credit strategies and earlier vintages of flagship funds due to distributions made to clients during the year.

Incentive distributions increased by $42 million or 10% as a result of an increase in BEP and BIP's quarterly dividend over the prior year of 5% and 6%, respectively.

Performance fees of $95 million for the year were earned from BBU as BBU's share price surpassed its high watermark threshold above which a performance fee based on $31.53 is earned by BAM. This increase in the share price set a go forward high watermark of $33.81 per unit. BBU's high watermark threshold was not reached in 2024, thus no performance fees were earned in the prior year.

Transaction and advisory fees also decreased by $19 million as the prior year reflected higher fees from our renewable power and transition, and private equity strategies offset by higher transaction revenues from infrastructure in the current year.

Direct costs increased by $274 million or 13% from the prior year as we continue to scale our business.

Fee-Related Earnings not attributable to BAM decreased by $32 million due to lower Fee-Related Earnings from Oaktree.

Distributable Earnings were $2.7 billion for the year ended December 31, 2025, an increase of $332 million or 14% compared to the prior year. The increase was primarily driven by $539 million of higher Fee-Related Earnings, partially offset by $137 million of lower investment income primarily due to higher interest expense as a result of our corporate debt as well as lower interest income earned on our cash deposit with BN, and $76 million of higher cash taxes on Fee-Related Earnings.

Investment Strategy Results

In each of our product categories, we invest globally in various investment strategies, each benefiting from strong secular tailwinds that provide an expanding multi-trillion dollar investable universe. Our investment strategies are (a) infrastructure, (b) renewable power and transition, (c) private equity, (d) real estate, and (e) credit.

The following tables summarize Fee-Bearing Capital and Fee Revenues by investment strategy:

Fee-Bearing Capital

Fee Revenues

66

Infrastructure

The following charts provide the Fee-Bearing Capital of our Infrastructure investment strategy as at December 31, 2025, 2024 and 2023, and Fee Revenues for the years ended December 31, 2025, 2024 and 2023.

AS AT DEC 31 (BILLIONS) FOR THE YEARS ENDED DEC 31 (MILLIONS)

The following provides explanations of significant movements in Fee-Bearing Capital for the years then ended.

Fee-Bearing Capital

For the year ended December 31, 2025

During the year ended December 31, 2025, Fee-Bearing Capital increased by $9.3 billion or 10% to $106 billion. The $5.9 billion of inflows were primarily driven by perpetual strategies of $2.9 billion, long-term private funds of $2.2 billion, and debt and equity issuances from BIP of $730 million. In addition, Fee-Bearing Capital increased by $4.7 billion from a higher market capitalization of BIP due to increases in its share price and $1.3 billion of favorable market valuations associated with certain perpetual strategies. Other increases of $1.8 billion predominantly related to the rebalancing of Fee-Bearing Capital between infrastructure and renewable power and transition within the latest vintage of our infrastructure flagship fund based on investment mix. These increases were partially offset by distributions of $4.4 billion paid to investors in our long-term private funds and perpetual strategies as well as BIP unitholders.

Fee Revenues

1. BIP Fee-Bearing Capital as at December 31, 2025 is $35.1 billion (December 31, 2024 – $31.9 billion) and includes $5.4 billion of net debt (December 31, 2024 - $4.9 billion).

2. Consists solely of incentive distributions earned from BIP.

For the year ended December 31, 2025

Fee Revenues increased by $85 million or 7% for the year ended December 31, 2025 relative to the year ended December 31, 2024. The increase was primarily driven by $39 million of higher Fee Revenues due to capital raised and deployed from certain perpetual strategies and $21 million related to BIP as a result of a higher share price during the year. In addition, Fee Revenues benefited from $11 million of higher transaction and advisory fees associated with our flagship infrastructure funds and an increase in incentive distributions of $25 million due to a 6% increase in BIP's quarterly dividend. These increases were partially offset by a $10 million decrease in Fee Revenues as the prior year reflected higher fees from earlier vintages of flagship funds and complementary strategies.

Segment Earnings

For the year ended December 31, 2025

Segment Earnings increased by $19 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. The increase in Segment Earnings was primarily due to higher Segment Revenues driven by BIP due to a higher share price during the year and our complementary perpetual strategies, partially offset by higher Segment Expenses as we continue to scale our business.

Renewable Power and Transition

The following charts provide the Fee-Bearing Capital of our Renewable Power and Transition investment strategy as at December 31, 2025, 2024 and 2023, and Fee Revenues for the years ended December 31, 2025, 2024 and 2023.

AS AT DEC 31 (BILLIONS) FOR THE YEARS ENDED DEC 31 (MILLIONS)

The following provides explanations of significant movements in Fee-Bearing Capital for the years then ended.

Fee-Bearing Capital

For the year ended December 31, 2025

During the year ended December 31, 2025, Fee-Bearing Capital increased by $9.4 billion or 16% to $67 billion. This increase was predominantly driven by $10.4 billion of inflows of which $5.4 billion was from the final closes within the second vintage of our flagship global transition fund, $2.1 billion of fundraising and capital deployments within our long-term as well as permanent and perpetual fund strategies, and $1.8 billion from fundraising for our catalytic transition fund. In addition, Fee-Bearing Capital increased by $5.5 billion predominantly from a higher market capitalization of BEP due to an increase in its share price during the year. These increases were partially offset by $3.5 billion of distributions to BEP's unitholders and investors in our long-term private funds and perpetual strategies. Movement of $3.0 billion in other was predominantly due to a rebalancing of Fee-Bearing Capital between infrastructure and renewable power and transition within the latest vintage of our infrastructure flagship fund based on investment mix as well as debt repayment by BEP.

Fee Revenues

1. BEP Fee-Bearing Capital as at December 31, 2025 is $25.8 billion (December 31, 2024 – $21.5 billion) and includes net debt of $3.7 billion (December 31, 2024 - $3.9 billion).

2. Consists solely of incentive distributions earned from BEP.

For the year ended December 31, 2025

Fee Revenues increased by $186 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. Total management and advisory fees increased by $169 million anchored by long-term private funds which generated $78 million of higher fee revenues from subsequent closes of the second vintage of our flagship global transition fund and $36 million of incremental fee revenues from certain complementary strategies, partially offset by $9 million of lower fee revenues from older vintages of certain long-term private funds. In addition, our perpetual strategies earned $37 million of higher fee revenues primarily driven by an increase of $19 million from certain of our complementary strategies and $18 million of higher fee revenues from BEP as a result of a higher average market capitalization in the current year. Catch-up fees increased by $37 million as a result of subsequent closes in the second vintage of our global transition fund and catalytic transition fund, which were partially offset by $13 million of lower transaction and advisory fees in the current year. In addition, incentive distributions from BEP increased by $17 million due to a 5% increase in distributions compared to the prior year.

Segment Earnings

For the year ended December 31, 2025

Segment Earnings increased by $105 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. The increase in Segment Earnings was primarily due to higher Segment Revenues driven by additional closes of the second vintage of our flagship global transition fund and inflows from perpetual funds resulting in incremental fee revenues. In addition, increases to Segment Revenues were as a result of a higher average market capitalization of BEP in the current year. These increases were partially offset by higher Segment Expenses to support the scaling of our business.

Private Equity

The following charts provide the Fee-Bearing Capital of our Private Equity investment strategy as at December 31, 2025, 2024 and 2023, and Fee Revenues for the years ended December 31, 2025, 2024 and 2023.

AS AT DEC 31 (BILLIONS) FOR THE YEARS ENDED DEC 31 (MILLIONS)

The following provides explanations of significant movements in Fee-Bearing Capital for the periods then ended.

Fee-Bearing Capital

For the year ended December 31, 2025

During the year ended December 31, 2025, Fee-Bearing Capital increased by $2.8 billion or 6% to $48 billion. The increase was primarily driven by inflows of $5.3 billion associated with certain long-term private funds and co-investments made within our complementary strategies. In addition, market valuation increases of $2.0 billion were primarily driven by BBU due to a higher share price during the year. These increases were partially offset by other changes associated with write-downs from earlier vintages of our flagship funds and co-investment vehicles resulting in a decrease of $1.5 billion. In addition, changes in other included $1.8 billion from the impact of changes in fee-basis and foreign exchange on certain co-investment vehicles and lower corporate debt at BBU. Distributions of $1.1 billion were driven by our fourth flagship fund, other long-term private funds, and BBU.

Fee Revenues

1. BBU Fee-Bearing Capital as at December 31, 2025 was $9.1 billion (December 31, 2024 – $8.1 billion) and includes net debt of $1.3 billion (December 31, 2024 - $2.1 billion).

2. Consists solely of performance fees earned from BBU.

For the year ended December 31, 2025

Fee Revenues increased by $86 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. This increase was primarily driven by performance fees of $95 million earned as a result of the share price of BBU exceeding the previous high watermark threshold, attributable to an increase in the volume weighted average unit price during the year. The high watermark threshold to earn additional performance fees as at December 31, 2025 was $33.81 per unit, reflecting the adjusted high watermark. In addition, incremental fee revenues from our complementary strategies and a higher share price of BBU contributed to $21 million of higher fee revenues. These increases were partially offset by $6 million of lower fee revenues from our earlier vintages of our flagship funds as a result of the end of the investment period. Furthermore, catch-up and transaction and advisory fees decreased by $23 million as the prior year reflected higher catch-up fees from the sixth vintage of our flagship fund and higher transaction and advisory fee revenue.

Segment Earnings

For the year ended December 31, 2025

Segment Earnings decreased by $40 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. Segment Earnings were lower in the current year as Segment Revenues reflected lower management fees from flagship funds as a result of monetizations and distributions during the year as well as higher transaction and advisory fees and catch-up fees recognized in the prior year. These decreases were offset by higher Segment Revenues associated with our complementary strategies. Segment Earnings also decreased as a result of higher Segment Expenses associated with growth in the business .

Real Estate

The following charts provide the Fee-Bearing Capital of our Real Estate investment strategy as at December 31, 2025, 2024 and 2023, and Fee Revenues for the years ended December 31, 2025, 2024 and 2023.

AS AT DEC 31 (BILLIONS) FOR THE YEARS ENDED DEC 31 (MILLIONS)

The following provides explanations of significant movements in Fee-Bearing Capital for the years then ended.

Fee-Bearing Capital

For the year ended December 31, 2025

During the year ended December 31, 2025, Fee-Bearing Capital increased by $8.1 billion, or 9% to $102 billion. The increase was predominantly driven by $16.2 billion of inflows of which $5.6 billion was attributable to the opportunistic repayment of debt within BPG, $4.7 billion from the fifth vintage of our flagship fund, as well as $3.6 billion from co-investment capital and capital deployments across other flagship funds. In addition, $2.3 billion of inflows were attributable to certain long-term private funds and complementary strategies. These increases were partially offset by $6.7 billion of distributions from BPG, flagship funds and other long-term private funds. In addition, other changes of $1.1 billion were as a result of lower valuations within an earlier vintage flagship fund as well as the net impact of foreign exchange.

Fee Revenues

1. BPG Fee-Bearing Capital (of which BPY represents substantially all of the balance) as at December 31, 2025 is $19.0 billion (December 31, 2024 – $16.6 billion).

For the year ended December 31, 2025

During the year ended December 31, 2025, Fee Revenues increased by $122 million or 13% relative to the year ended December 31, 2024. This increase was driven by $76 million of higher Fee Revenues predominantly from the latest vintage of our flagship fund, partially offset by $24 million of lower Fee Revenues from our earlier flagship fund vintages due to realizations. In addition, Fee Revenues from BPG and other perpetual strategies increased by $21 million as a result of the aforementioned growth in Fee-Bearing Capital. Furthermore, Fee Revenues included higher catch-up fees of $49 million primarily from follow-on closes for our fifth flagship fund.

Segment Earnings

For the year ended December 31, 2025

Segment Earnings increased by $96 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. The increase in Segment Earnings was primarily due to higher Segment Revenues associated with subsequent closes of our fifth flagship fund, partially offset by higher Segment Expenses due to scaling of our business.

Credit

The following charts provide the Fee-Bearing Capital of our Credit investment strategy as at December 31, 2025, 2024 and 2023, and Fee Revenues for the years ended December 31, 2025, 2024 and 2023.

AS AT DEC 31 (BILLIONS) FOR THE YEARS ENDED DEC 31 (MILLIONS)

The following provides explanations of significant movements in Fee-Bearing Capital for the years then ended.

Fee-Bearing Capital

For the year ended December 31, 2025

During the year ended December 31, 2025, Fee-Bearing Capital increased by $34.6 billion or 14% to $279 billion, primarily due to $24.5 billion of capital deployed within long-term private funds as well as perpetual and liquid credit strategies, $22.5 billion of insurance capital inflows from BWS, $3.7 billion of capital raised within our partner managers, and $2.3 billion of fundraising from our real estate and infrastructure debt strategies. In addition, we recognized $11.3 billion of market valuation increases associated with our liquid and perpetual strategies as well as certain long-term private funds which further increased Fee-Bearing Capital. These increases were partially offset by $11.0 billion of redemptions within certain of our liquid and perpetual strategies and $10.9 billion of outflows associated with BWS insurance capital. In addition, distributions of $8.5 billion from our long-term private funds and complementary strategies, and $2.6 billion from our partner managers partially reduced Fee-Bearing Capital. Credit changes in other primarily related to the acquisition of Angel Oak as well as the impact of foreign exchange revaluation across perpetual and liquid strategies partially offset by changes in fee-basis associated with certain perpetual and long-term private fund vehicles.

Fee Revenues

1. Represents open-end funds within our credit strategies, and Oaktree's investment in a fixed income manager, as well as in publicly listed securities.

2. Across the various categories, Fee-Bearing Capital from BWS as at December 31, 2025 was $108 billion which generated $234 million of Fee Revenues under the investment management agreement for the year ended December 31, 2025 (December 31, 2024 - Fee-Bearing Capital of $92 billion and Fee Revenues of $167 million).

For the year ended December 31, 2025

Fee Revenues increased by $302 million or 21% for the year ended December 31, 2025 relative to the year ended December 31, 2024. Fees from our long-term private funds increased by $221 million primarily due to higher fees earned in our partner managers, most notably Castlelake, as well as other complementary strategies. Fees from permanent and perpetual strategies increased by $63 million as the current year reflected an additional quarter of fees from the AEL Mandate relative to the prior year, and capital deployed across our private credit strategies. In addition, liquid strategies generated incremental fee revenues of $19 million driven by net inflows and positive valuation changes resulting in higher Fee-Bearing Capital.

Segment Earnings

For the year ended December 31, 2025

Segment Earnings increased $180 million for the year ended December 31, 2025 relative to the year ended December 31, 2024. The increase in Segment Earnings was driven by higher Segment Revenues as a result of incremental earnings from our partner managers, most notably from Castlelake relative to the prior year, partially offset by higher Segment Expenses as a result of growth in the business.

Reconciliation of U.S. GAAP to Non-GAAP Measures

Reconciliations of Distributable Earnings, Fee-Related Earnings and Fee Revenues to the most directly comparable financial measures calculated and presented in conformity with U.S. GAAP are presented below. In addition to net income and revenue, management assesses the performance of its business based on these non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, net income or other financial measures presented in conformity with U.S. GAAP.

Reconciliation of Net Income to Fee-Related Earnings and Distributable Earnings

The following presents a reconciliation of net income to Fee-Related Earnings and Distributable Earnings for the years ended December 31, 2025, 2024 and 2023.

(a) This adjustment removes the impact of income tax provisions on the basis that we do not believe this item reflects the present value of the actual tax obligations that we expect to incur over the long-term due to the substantial deferred tax assets of BAM.

(b) This adjustment removes the depreciation and amortization on property, plant and equipment and intangible assets, which are non-cash in nature and therefore excluded from Fee-Related Earnings as well as certain capital depreciation costs recharged from BAM's affiliates.

(c) These adjustments remove the impact of both unrealized and realized carried interest allocations and the associated compensation expense. Carried interest allocations and associated compensation costs are included in Distributable Earnings once realized.

(d) This adjustment removes other income and expenses associated with fair value changes for consolidated entities and funds.

(e) This adjustment removes interest and charges paid or received by consolidated entities and funds.

(f) This adjustment removes other revenues earned that are non-cash in nature.

(g) These adjustments remove our share of equity method investments' earnings, including items (a) to (f) above and include its share of equity method investments' Fee-Related Earnings.

(h) This item adds back compensation costs that will be borne by affiliates.

(i) This item represents non-recurring restructuring costs that are not considered as part of the ongoing asset management business

(j) This adjustment adds base management fees earned from funds that are eliminated upon consolidation and other items.

(k) This adjustment adds back other income associated with our portion of partly owned subsidiaries’ investment income, realized carried interest, interest income received and interest expense.

(l) This adjustment adds back equity-based compensation costs.

(m) Represents the impact of cash taxes paid by the business.

Reconciliation of Revenues to Fee Revenues

The following presents our reconciliation of base management and advisory fees to Fee Revenues for the years ended December 31, 2025, 2024 and 2023.

(a) This adjustment adds incentive distributions and performance fees that are included in Fee Revenues.

(b) This adjustment adds Oaktree management fees at 100% ownership and our proportionate share of earnings from other partner managers excluding Oaktree.

(c) This adjustment involves base management fees earned from funds that are eliminated upon consolidation and other items.

Fee Revenues by Geography

The majority of our revenues are earned in the U.S. The following tables set out Fee Revenues disaggregated by investment strategy and geography.

79

Liquidity and Capital Resources

Liquidity

BAM maintains sufficient liquidity at all times, enabling it to participate in investment opportunities as they arise, withstand sudden adverse changes in economic conditions, and sustain distributions. Typical cash flow activities include earning fees on assets managed, paying operating expenses, and paying cash dividends to shareholders. From time to time, BAM may draw on a revolving credit facility to bridge timing differences between the receipt and outflow of funds. It may also issue additional debt to finance growth through strategic investments. The primary sources of liquidity, which we refer to as corporate liquidity, consist of cash, short-term financial assets, as well as the undrawn portions of the revolving credit facilities.

As at December 31, 2025, corporate liquidity for BAM is $3.0 billion. This consists of $1.6 billion in cash and short term financial assets that are convertible to cash within twelve months, as well as $1.4 billion in undrawn credit facilities. This liquidity can be deployed for use without any material tax consequences to support BAM in funding strategic transactions as well as seeding new investment products.

• On November 18, 2025, BAM completed a debt offering, issuing $600 million of 5-year bonds at a fixed annual coupon of 4.653% and $400 million of 10-year bonds at a fixed annual coupon of 5.298%. BAM previously issued $750 million of 30-year bonds at a fixed annual coupon of 6.077% on September 9, 2025 and $750 million of 10-year bonds at a fixed annual coupon of 5.795% on April 24, 2025.
• On August 29, 2024, a $750 million five-year revolving credit facility was established through bilateral agreements with a group of lenders. On September 5, 2025, BAM finalized the upsize of the facility from $750 million to $1.1 billion. U.S. dollar draws are subject to the U.S. 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. As at December 31, 2025, the facility is undrawn.
• On November 8, 2022, a $300 million revolving credit facility was established, with BN as lender. U.S. dollar draws are subject to the U.S. Base Rate or SOFR plus a margin of 165 basis points, while Canadian dollar draws are subject to the Canadian Prime Rate or CORRA plus a margin of 165 basis points. As at December 31, 2025, the facility is undrawn.

The following table presents our deployable capital:

(a) Corporate deployable capital represents the corporate liquidity of BAM.

(b) Group deployable capital consists of: (1) corporate liquidity of BAM, consolidated funds, and the perpetual affiliates, and (2) uncalled private fund commitments, which are third-party commitments available for drawdown in the private funds of BAM.

Uncalled Fund Commitments

The following presents our Uncalled Fund Commitments as of December 31, 2025 by period and December 31, 2024:

Approximately $63 billion of the Uncalled Fund Commitments are currently not earning fees, but will become fee-bearing once the capital is invested. Once invested, we expect these commitments will earn approximately $630 million of additional Fee Revenues.

Capital Resources

Clawback Obligations

Performance allocations are subject to clawback to the extent that the performance allocations received to date with respect to a fund exceed the amount due to BAM based on cumulative results of that fund. The amounts and nature of our clawback obligations are described in Part II, Item 8, Note 2 “Summary of Significant Accounting Policies” of the consolidated financial statements of BAM as at December 31, 2025, and 2024, and for the years ended December 31, 2025, 2024, and 2023.

Capital Requirements

Certain U.S. and non-U.S. entities of BAM are subject to various investment advisor and other financial regulatory rules and requirements that may include minimum net capital requirements. See "Part I—Item 1. Business—Regulatory Matters". These requirements have been met for the year ended December 31, 2025.

Contractual Obligations

On January 31, 2019, a subsidiary of BAM committed $2.8 billion to BSREP III, of which $2.2 billion has been funded as at December 31, 2025 (December 31, 2024 – $2.1 billion). The remainder of the commitment will be funded by BN.

In the normal course of business, BAM enters into contractual obligations which include commitments to provide bridge financing and other equity commitments. As at December 31, 2025, the Company had $6.6 billion of such commitments outstanding (2024 – $3.3 billion).

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. and Canadian dollars, where U.S. dollar draws are subject to the U.S. 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. During the year ended December 31, 2025, BAM increased the facility from $750 million to $1.1 billion. As at December 31, 2025, the facility is undrawn.

The following table presents the contractual obligations of BAM by payment periods:

1. Excludes deferred financing costs

Accounts payable and other, net of BAM represents amounts due to employees for equity-based compensations costs and carried interest compensation costs. Most awards have a vesting period of up to 5 years. Due to affiliates represents amounts owed to related parties associated with share-based compensation as well as carried interest compensation. Lease obligations represent expected payments associated with current leases entered into by the Company.

Exposures to Financial Instruments

As discussed elsewhere in this report, we utilize derivatives and other financial instruments in our business to manage risk and optimize the use of our capital. The notional and fair values of these instruments are disclosed in Part II, Item 8, Note 6 “Fair Value Measurements of Financial Instruments” and Note 8 “Derivatives,” to the consolidated financial statements of BAM as at December 31, 2025, and 2024 and for the years ended December 31, 2025, 2024, and 2023.

Off-Balance Sheet Arrangements

BAM may from time to time enter into guarantees given in respect of co-investments in which there is carried interest. The amount guaranteed is up to the carried interest amount paid to the General Partner, net of taxes. No known amounts are currently due or owed under these guarantees.

Related Party Transactions

BAM entered into a number of related party transactions with BN and other affiliates. See Part II, Item 8, Note 20 “Related Party Transactions” of the consolidated financial statements of BAM as at December 31, 2025, and 2024 and for the years ended December 31, 2025, 2024, and 2023.

BAM Dividends

The dividends paid by BAM on outstanding securities for the years ended December 31, 2025, 2024, and 2023 are summarized in the table below.

Subsidiary Public Issuers

BAM Finance LLC (the “U.S. Finco”) is a Delaware limited liability company formed on March 26, 2025 and is a subsidiary of the Company. As at December 31, 2025, the U.S. Finco had no debt outstanding.

BAM Finance (Canada) Inc. (the “Canadian Finco”) was incorporated on March 26, 2025 under the Business Corporations Act (Ontario) and is a subsidiary of the Company. As at December 31, 2025, the Canadian Finco had no debt outstanding.

The U.S. Finco and Canadian Finco (together the “Finance Debt Issuers”) have no independent activities, assets or operations other than in connection with any securities that they may issue. Any debt securities issued by the Finance Debt Issuers will be fully and unconditionally guaranteed as to payment of principal, premium (if any), interest and certain other amounts by the Company.

During the year ended December 31, 2025, BAM's $750 million senior notes due 2035, $750 million senior notes due 2055, $600 million senior notes due 2030 and $400 million senior notes due 2036, were all issued directly by BAM.

The following tables contain summarized financial information of the Company, U.S. Finco, Canadian Finco and non-guarantor subsidiaries:

1. This column accounts for investments in all subsidiaries of BAM other than the Finance Debt Issuers, on a combined basis.

2. This column includes the necessary amounts to present BAM on a consolidated basis.

3. Reflects the completion of the 2025 Arrangement.

Summary of Significant Accounting Policies

Critical Accounting Policies, Critical Accounting Estimates and Judgements

BAM prepares consolidated financial statements in conformity with U.S. GAAP. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported. Management believes that estimates utilized in the preparation of the consolidated financial statements are presented fairly, in all material respects. Such estimates include those used in the valuation of investments and the measurement of deferred tax balances (including valuation allowances) and the determination of control or significant influence. Actual results could differ from those estimates and such differences could be material. BAM believes the following critical accounting policies could potentially produce materially different results of BAM, if underlying assumptions, estimates and/or judgments were to be changed. For a full description of accounting policies, see Part II, Item 8, Note 2 “Summary of Significant Accounting Policies” of the consolidated financial statements as at December 31, 2025 and December 31, 2024 and for the years ended December 31, 2025, 2024, and 2023.

Equity Method Investments

Investments in which BAM is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting. BAM has significant influence over our partner managers and therefore accounts for these investments under the equity method.

The carrying value of equity method investments is determined based on amounts invested by BAM, adjusted for the equity in earnings or losses of the investee allocated based on the relevant agreements, less distributions received. Under the equity method of accounting, BAM's share of earnings from equity investments is included in the share of income from equity investments in the consolidated statements of operations. BAM evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

Refer to Part II, Item 8, Note 4 “Investments” of the consolidated financial statements for further details of our equity method investments.

Control or Level of Influence

When determining the appropriate basis of accounting for BAM's investees, BAM makes judgments about the degree of influence that it exerts directly or through an arrangement over the investees’ relevant activities. This may include the ability to elect investee directors or appoint management. Control is obtained when BAM has the power to direct the relevant investing, financing and operating decisions of an entity and does so in its capacity as principal of the operations, rather than as an agent for other investors. Operating as a principal includes having sufficient capital at risk in any investee and exposure to the variability of the returns generated as a result of the decisions of BAM as principal. Judgment is used in determining the sufficiency of the capital at risk or variability of returns. In making these judgments, BAM considers the ability of other investors to remove BAM as a manager or general partner in a controlled partnership.

Carried Interest Allocations - Unrealized

The change in the fair value of investments is a significant input into carried interest allocations - unrealized. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds. See “Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments.

Fair Value

BAM uses fair value throughout the reporting process. For details of our accounting policies related to fair value refer to Part II — Item 8. Note 2. “Summary of Significant Accounting Policies — Fair Value of Financial Instruments” and “Summary of Significant Accounting Policies — Revenue Recognition” in the “Notes to the consolidated financial statements”. The following discussion is intended to provide supplemental information about how the application of fair value principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.

The fair value of the investments held by BAM's funds is the primary input to the calculation of certain of our management fees, incentive fees, performance fees and the related compensation we recognize. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.

Management has elected the fair value option for certain equity method investments. Additionally, management is required to measure specific financial instruments at fair value, including debt instruments, equity securities, and freestanding derivatives.

Our primary approach to determining the fair value of our investments is generally the income approach, which estimates fair value based on the present value of expected future cash flows generated by a business. The most commonly used method within this approach is the discounted cash flow method, which incorporates key assumptions about the investment’s projected net earnings or cash flows, discount rate, capitalization rate, and exit multiple.

Alternatively, management uses the market approach as a secondary methodology. This approach primarily relies on valuations of comparable public companies, transactions, or assets, requiring judgment in selecting appropriate comparables. Depending on the specific facts and circumstances of the investment, alternative primary and secondary methodologies may be applied, including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, discount to sale, probability-weighted methods, or recent financing rounds.

Quantitative and Qualitative Risk Disclosures

Our exposure to market, foreign currency, interest rate and credit risk is driven by its equity interest in our asset management business. There have been no material changes to BAM’s financial risk exposure or risk management activities since December 31, 2024. Please refer to Item 1A of this report for a detailed description of BAM’s financial risk exposure and risk management activities.

Market Risk

The primary market risk exposure of BAM relates to its role as an asset manager of the publicly listed permanent capital vehicles and the sensitivity of base management fees earned from these affiliates due to movements in their underlying trading price. Specifically, with respect to the market risk related to base management fees earned based on the market capitalization of BEP, BIP and BBU.

Foreign Currency Risk

We have very limited exposure to foreign currency risk as a majority of our private funds are denominated in USD. This means that a majority of the Fee Revenues that we earn are paid in USD, irrespective of the local currency of our underlying investment base. Additionally, the majority of our revenues are earned in the U.S. We may from time to time reduce foreign currency risk by employing hedging techniques, including using forward contracts to reduce exposure to future changes in exchange rates when a meaningful amount of capital has been invested in foreign currencies.

Interest Rate Risk

BAM has interest rate exposure through balances held with affiliates and external parties, as well as its internal revolving credit facility with BN and its external $1.1 billion revolving credit facility, of which none is drawn as at December 31, 2025. BAM earns interest income on amounts held on deposit with BN and incurs interest expense on its external and internal revolving credit facility borrowings. Interest income and expenses on these balances are at variable rates. BAM's $750 million senior notes due 2035 have a fixed annual coupon of 5.795%. BAM's $750 million senior notes due 2055 have a fixed annual coupon of 6.077%. BAM's $600 million senior notes due 2030 have a fixed annual coupon of 4.653%. BAM's $400 million senior notes due 2036 have a fixed annual coupon of 5.298%.

Credit Risk

Investors in our private funds make capital commitments to these vehicles via subscription agreements. When a private fund makes an investment, these capital commitments are then satisfied by our investors via capital contributions as prescribed under these subscription agreements. Investors in our private funds may default on their capital commitment obligations, which could have an adverse impact on our earnings or result in other negative implications to our businesses such as the requirement to deploy our own capital to cover such obligations. This impact would be magnified if the investor that does so is in multiple funds. Given the diversity and creditworthiness of our over 2,400 clients, including some of the world’s largest institutional investors, sovereign wealth funds and pension plans, we are of the view that there is not a material credit risk present in our asset management business.

Evaluation of Disclosure Controls and Procedures

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. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

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. 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

No change in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent year, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Management of Brookfield Asset Management Ltd. (“BAM”) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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. Based on this assessment, management concludes that, as of December 31, 2025, BAM's internal control over financial reporting are effective. 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. 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. As stated in the Report of Independent Registered Public Accounting Firm, Deloitte LLP expressed an unqualified opinion on the effectiveness of BAM's internal control over financial reporting as of December 31, 2025.

Attestation Report of the Independent Registered Public Accounting Firm

Deloitte LLP, our independent registered public accounting firm that audited BAM's consolidated financial statements included in this report, has issued its attestation report on BAM's internal control over financial reporting, which is included in Item 8. Financial Statements and Supplementary Data.