Brookfield Oaktree Holdings, LLC 8-K

What Happened
Brookfield Oaktree Holdings, LLC (BOH) announced the closing of the transactions contemplated by the April 14, 2026 Transaction Agreement on July 31, 2026. As part of the Transactions, all 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) were acquired and/or cancelled in exchange for cash, Class A limited voting shares of Brookfield Asset Management Ltd. (BAM) and Brookfield Corporation (BN), limited partnership interests of ExchangeCo, and/or BAM restricted stock units (RSUs). Separately, Brookfield US Company LLC (BUSC) purchased from Oaktree Capital Holdings, LLC (OCH) the outstanding LLC interests in Oaktree Capital I GP, LLC (the general partner of Oaktree Capital I) for fair market value. BOH’s operating agreement was amended and restated to admit ExchangeCo as a member and revise BOH’s governance.

Key Details

• Effective date: July 31, 2026 — the Transactions closed and governance changes took effect.
• Board and management changes: 10 directors resigned (including Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone, Justin B. Beber, Bruce Flatt, Steven J. Gilbert, Depelsha T. McGruder, Mansco Perry and Marna C. Whittington) and the Board was reduced from 10 to 5 directors. New directors appointed: Matt Herrington, Karly Dyck, Kunal Dusad, Brett Fox and Aleks Novakovic.
• Executive appointments: Matt Herrington was named CEO and Karly Dyck was named CFO and Secretary, both effective July 31, 2026. Neither will receive compensation from BOH for their BOH roles.
• Governance amendment: BOH adopted an Eighth Amended and Restated Operating Agreement reflecting ExchangeCo’s admission and revisions to management and member consent rights.
• Other event: Indirect ownership interests in certain Oaktree fund GP commitments under Oaktree Capital I were transferred from BN to affiliates of Brookfield Wealth Solutions Ltd. for fair market value; the investments remain legally held by Oaktree Capital I.

Why It Matters
The filing signals a material change in ownership and governance at BOH: the Transactions convert and consolidate various Oaktree partnership interests and awards into Brookfield-related consideration and restructure BOH’s governance. Investors should note the new Brookfield-aligned board and management team, the reduced board size, and the amended operating agreement (which limits certain member consent rights). These changes can affect strategic control, decision-making and the alignment of BOH with broader Brookfield interests. The transfer of GP-related economic interests and the BUSC purchase of Oaktree Capital I GP interest were completed for fair market value and do not change the legal holding of the underlying investments.