Business Context and Reporting Period
This Form 8-K reports on events occurring on July 31, 2026, for Brookfield Oaktree Holdings, LLC (BOH). The filing details the consummation of a major transaction involving the acquisition of outstanding limited partnership interests and equity awards of Oaktree Capital Group Holdings, L.P. (OCGH), Oaktree Equity Plan, L.P. (OEP), and Oaktree Equity Plan II, L.P. (OEP II). The transaction was executed pursuant to an agreement dated April 14, 2026, involving Brookfield Asset Management Ltd. (BAM) and Brookfield Corporation (BN).
Key Financial Metrics
The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses on corporate structural changes and asset transfers rather than operational financial results.
Material Changes Versus Prior Period
- Asset Acquisition and Disposition: BOH and its affiliates acquired all outstanding interests of OCGH, OEP, and OEP II. Consideration included cash, Class A Limited Voting Shares of BAM and BN, limited partnership interests of ExchangeCo, and BAM restricted stock units (RSUs). Additionally, Brookfield US Company LLC (BUSC) acquired the general partner interests of Oaktree Capital I, L.P. from OCH for fair market value.
- Ownership Structure: Brookfield Oaktree Holdings Canada Inc. holds all outstanding Class A units of BOH. Indirect ownership interests in general partner commitments of certain Oaktree funds were transferred from BN to affiliates of Brookfield Wealth Solutions Ltd. (BWS).
- Governance Changes: The Board of Directors was reduced from 10 to 5 members. The operating agreement was amended to admit ExchangeCo as a member and revise management and governance structures, including the removal of certain member consent rights.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or management commentary regarding future performance. It does not disclose specific risks, contingencies, or unusual items beyond the structural changes described. The resignations of the previous board and executive officers were explicitly stated as not being due to any disagreement with BOH regarding operations, policies, or practices.
Key Facts for Investor Verification
- Leadership Transition: Nicholas H. Goodman (former CEO) and Daniel Levin (former CFO) ceased their roles. Matt Herrington was appointed CEO and Karly Dyck was appointed CFO and Secretary, effective July 31, 2026. Neither new officer will receive compensation from BOH for these services.
- Board Composition: Ten directors resigned, and five new directors were appointed: Matt Herrington, Karly Dyck, Kunal Dusad, Brett Fox, and Aleks Novakovic.
- Consideration Mix: Verify the specific mix of cash, equity (BAM/BN shares), and RSUs received by former partners, as the filing notes a combination of these instruments was used.
- Regulatory Filings: Review the attached Eighth Amended and Restated Operating Agreement (Exhibit 3.1) for details on the revised governance structure and member rights.