Does this filing change BAM's reported financial results?

No. The filing presents BAM ULC's historical financials as the predecessor under the reverse-acquisition accounting. It does not amend or restate BAM's 2024 Form 10-K, which remains unchanged. The new statements are provided for context on the business that now sits beneath BAM.

Why does BAM ULC's history matter for BAM shareholders?

Because the Arrangement was accounted for as a reverse acquisition, BAM's consolidated financials going forward will reflect BAM ULC's operating history rather than BAM's prior equity-method treatment of its ~27% interest. The reported earnings base therefore shifts to the full asset management platform.

What do the valuation figures imply for shareholders?

KPMG's Formal Valuation, dated October 31, 2024, places the midpoint at about $49 per share for both Common Shares and Class A Shares, implying the one-for-one exchange was roughly value-neutral. The valuation range is wide, from about $46 to $52, and reflects the scope and assumptions of KPMG's review.

What risks or claims should investors be aware of?

Preferred shares redeemable non-controlling interest of $2.1B are mainly BN's tracking shares, which give BN a claim equal to effectively 100% of mature-fund carried interest and 33.3% of new-fund carried interest. This reduces the economic share flowing to Class A holders from carry. Carried interest is also subject to clawback and fair-value volatility, and the auditor flagged both carried interest allocation and the Oaktree step-up as critical audit matters.

What recent developments since year-end could affect the outlook?

Post year-end activity includes the completion of the $1B BISS fund with BAM's roughly $250M commitment (24% interest), the March 2025 disposal of Redwood Evergreen Fund for about $257M, and the pending acquisition of a 50.1% stake in Angel Oak Companies, a residential mortgage-focused asset manager. These moves add fee-earning capacity and expand into credit, though the Angel Oak deal's terms and closing were not finalized in this filing.

BAM 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K/A filed April 4, 2025. Cited figures are marked; the original filing is the authoritative source.

This 8-K/A (Amendment No. 1) from Brookfield Asset Management Ltd. (BAM) does not report new operating results for BAM itself.

Its purpose is to file the audited financial statements of Brookfield Asset Management ULC (BAM ULC) for 2022–2024, along with pro forma financial information, in connection with the February 4, 2025 Arrangement. Under that Arrangement, Brookfield Corporation (BN) exchanged its roughly 73%^a stake in BAM ULC for 1,194 million newly issued Class A Shares of BAM on a one-for-one basis. Because the transaction is accounted for as a reverse acquisition, BAM ULC is the accounting predecessor and its historical financials now represent the reporting entity.

Investors should note that BAM's post-Arrangement consolidated results will reflect BAM ULC's history, not BAM's prior standalone equity-method accounting. Key financials for BAM ULC in FY2024 include total revenues of $3,980 million^b (down slightly from $4,062 million in 2023), base management fees of $2,957 million (up 7%), net income attributable to common stockholders of $2,168 million, and diluted EPS of $1.33 (up from $1.12). Segment Earnings rose to $2,136 million from $1,977 million, and segment revenues reached $4,260 million.

The filing also includes a Formal Valuation from KPMG, which places the fair market value of the Common Shares at $46.35^c–$51.67 per share (midpoint $48.98) and the Class A Shares at $46.43–$51.63 (midpoint $49.01). Auditor Deloitte issued an unqualified opinion, with critical audit matters on carried interest allocation and the Oaktree step-up investment. The filing also flags several items for investors.

The Oaktree stake increased from about 68% to about 73%, and the Castlelake and Pretium investments were added during 2024. Preferred shares redeemable non-controlling interest stood at $2.1 billion^d, largely tied to BN's tracking shares, which are an important claim on carried interest.

Subsequent events include the March 2025 Redwood Evergreen Fund disposal for about $257 million and the April 1, 2025 agreement to acquire 50.1% of Angel Oak Companies. The pro forma balance sheet shows an intangible asset of $216 million for the assembled workforce and BAM listing, and pro forma diluted EPS of $1.32 on about 1.6 billion Class A Shares.

02—Key points

Key Highlights

Filing purpose: files audited FY2022–2024 financials of BAM ULC (the accounting predecessor) and pro forma information, following the February 4, 2025 reverse-acquisition Arrangement with BN.
FY2024 base management fees rose 7% to $2,957M, while total revenues edged down to $3,980M from $4,062M.
Net income attributable to common stockholders was $2,168M in 2024 (up 18%), with diluted EPS of $1.33 versus $1.12 in 2023.
Segment Earnings grew 8% to $2,136M, led by Credit ($521M) and Infrastructure ($601M); Credit segment revenues rose about 22%.
KPMG's Formal Valuation implies $46.35–$51.67 per Common Share and $46.43–$51.63 per Class A Share (midpoints ~$49), a useful reference for the Arrangement's economic value.
Balance sheet: total assets $14.2B, total equity $9.1B, and cash of $404M, down from $2.7B, largely due to $2.0B of net investing outflows including the Castlelake and Pretium investments.
Subsequent events: Redwood Evergreen Fund disposed for about $257M (March 2025) and an agreement to acquire 50.1% of Angel Oak Companies (April 1, 2025).

03—Questions

Frequently Asked Questions

Does this filing change BAM's reported financial results?
No. The filing presents BAM ULC's historical financials as the predecessor under the reverse-acquisition accounting. It does not amend or restate BAM's 2024 Form 10-K, which remains unchanged. The new statements are provided for context on the business that now sits beneath BAM.
Why does BAM ULC's history matter for BAM shareholders?
Because the Arrangement was accounted for as a reverse acquisition, BAM's consolidated financials going forward will reflect BAM ULC's operating history rather than BAM's prior equity-method treatment of its ~27% interest. The reported earnings base therefore shifts to the full asset management platform.
What do the valuation figures imply for shareholders?
KPMG's Formal Valuation, dated October 31, 2024, places the midpoint at about $49 per share for both Common Shares and Class A Shares, implying the one-for-one exchange was roughly value-neutral. The valuation range is wide, from about $46 to $52, and reflects the scope and assumptions of KPMG's review.
What risks or claims should investors be aware of?
Preferred shares redeemable non-controlling interest of $2.1B are mainly BN's tracking shares, which give BN a claim equal to effectively 100% of mature-fund carried interest and 33.3% of new-fund carried interest. This reduces the economic share flowing to Class A holders from carry. Carried interest is also subject to clawback and fair-value volatility, and the auditor flagged both carried interest allocation and the Oaktree step-up as critical audit matters.
What recent developments since year-end could affect the outlook?
Post year-end activity includes the completion of the $1B BISS fund with BAM's roughly $250M commitment (24% interest), the March 2025 disposal of Redwood Evergreen Fund for about $257M, and the pending acquisition of a 50.1% stake in Angel Oak Companies, a residential mortgage-focused asset manager. These moves add fee-earning capacity and expand into credit, though the Angel Oak deal's terms and closing were not finalized in this filing.

04—Continue

← View all 8-K filings