UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

Forthe month of: August 2025

 

Commission File Number: 001-15160

 

BrookfieldCorporation
(Name of Registrant)

 

BrookfieldPlace
Suite 100
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of Principal Executive Offices)

 

Indicate by check mark whetherthe registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ¨   Form 40-F x

 

Exhibit 99.1 of this Form 6-K shall be incorporatedby reference as an exhibit to the Registration Statement of Brookfield Corporation and Brookfield Finance Inc. on Form F-10 (File Nos. 333-279601 and 333-279601-02).

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
99.1   Preliminary Canadian Term Sheet, dated August 13, 2025

 

 

 

 

SIGNATURE

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

  BROOKFIELD CORPORATION
   
Date: August 13, 2025 By: /s/ Swati Mandava
    Name: Swati Mandava
    Title: Managing Director, Legal & Regulatory

 

 

 

Exhibit 99.1

 

A final base shelf prospectus containingimportant information relating to the securities described in this document has been filed with the securities regulatory authoritiesin each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to thedocuments are accessible through SEDAR+. Copies of the documents may be obtained from BofA Securities, Inc. by calling 1-800-294-1322or by emailing dg.prospectus_requests@bofa.com or from Citigroup Global Markets Inc. by calling 1-800-831-9146 or by emailing prospectus@citi.com.

 

This document does not provide full disclosure of all materialfacts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf prospectus supplementand any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before makingan investment decision.

 

BROOKFIELD FINANCE INC.

US$[●] [●]% NOTESDUE 2036

 

PRELIMINARY TERM SHEET

August 13, 2025

 

Issuer: Brookfield Finance Inc.
   
Guarantor: Brookfield Corporation
   
Guarantee: The Notes (as defined below) will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Corporation.
   
Security: [●]% Senior Unsecured Notes due [●], 2036 (the “Notes”)
   
Format: SEC registered
   
Size:

US$ Benchmark

 

One or more of the underwriters may sell to affiliates of Brookfield Wealth Solutions Ltd. and/or certain other institutional investors US$[●] aggregate principal amount (if any) of the Notes at the public offering price (for which no underwriting discount or commissions will be paid).  

   
Trade Date: August 13, 2025
   
Expected Settlement Date: August 20, 2025 (T+5)
   
Maturity Date: [●], 2036
   
Coupon: [●]%
   
Interest Payment Dates: [●] and [●], commencing [●], 2026 (long first payment)
   
Price to Public: [●]%

 

 

 

 

Benchmark Treasury: [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).]
   
Benchmark Treasury Price & Yield: [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
   
Spread to Benchmark Treasury: [The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102.]
   
Yield: [●]%
   
Denominations: Initial denominations of US$2,000 and subsequent multiples of US$1,000
   
Covenants:

Change of control (put @ 101%)

 

Negative pledge

 

Consolidation, merger, amalgamation and sale of substantially all assets  

   
Optional Redemption Provisions:  
   
Make-Whole Call: Prior to [●], 2035 (three months prior to maturity), treasury rate plus [●] basis points
   
Par Call: At any time on or after [●], 2035 (three months prior to maturity), at 100% of the principal amount of the Notes to be redeemed
   
Use of Proceeds: The net proceeds from the sale of the Notes will be used for general corporate purposes
   
CUSIP / ISIN: 11271L AQ5 / US11271LAQ59
   
Joint Book-Running Managers1: BofA Securities, Inc.
Citigroup Global Markets Inc.
   
Co-Managers: [●]

 

 

1This offering will be made in Canada by Merrill Lynch Canada Inc., a broker-dealer affiliate of BofA Securities, Inc., and CitigroupGlobal Markets Canada Inc., a broker-dealer affiliate of Citigroup Global Markets Inc.

 

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Under Rule 15c6-1 under the U.S. SecuritiesExchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any suchtrade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder maybe required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternative settlement cycle at the timeof any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of deliveryhereunder should consult their own advisors.

 

The Notes will be issued as a separate series of debt securitiesunder a thirteenth supplemental indenture to be dated as of the date of the issuance of the Notes (the “Thirteenth SupplementalIndenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Thirteenth SupplementalIndenture, the “Indenture”), between Brookfield Finance Inc., Brookfield Corporation, as guarantor, and Computershare TrustCompany of Canada, as trustee. The foregoing is a summary of certain of the material attributes and characteristics of the Notes, whichdoes not purport to be complete and is qualified in its entirety by reference to the Indenture.

 

No PRIIPs or UK PRIIPs key information document (KID) has been preparedas European Economic Area or UK retail investors are not targeted.

 

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