Brookfield Private Equity Fund LP·8-K

Mar 9, 3:54 PM ET

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Brookfield Private Equity Fund LP 8-K

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Brookfield Private Equity Fund LP Reports Unregistered Unit Sales Feb 2026

What Happened
Brookfield Private Equity Fund LP filed a Current Report on Form 8‑K (filed March 9, 2026) disclosing that on February 1, 2026 the Fund sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $15,245,800. The number of Units sold was finalized on March 9, 2026 after the Fund calculated its Transactional NAV as of January 31, 2026. The sales were made as part of the Fund’s continuous private offering and were exempt from registration under Section 4(a)(2) and Regulation D.

Key Details

  • Fund-level sales on Feb 1, 2026: Class S — 214,952 units for $5,465,800; Class I — 384,057 units for $9,780,000; Class B-2 — 0 units. (Amounts rounded to nearest whole number.)
  • The BPE Program (which includes the Fund and related Brookfield-managed vehicles) issued interests on Feb 1, 2026 for aggregate consideration of approximately $23,617,160.
  • Since Nov 1, 2025 through the filing date (Mar 9, 2026), the BPE Program has sold interests for aggregate cash consideration of about $213,166,457.
  • Class S and Class I units were sold to third‑party investors (including via Brookfield Private Equity TE Feeder Fund LP for tax‑exempt and non‑U.S. investors); Class B‑2 units are intended for Brookfield, certain affiliates/related parties/employees and Fund personnel (none sold in this tranche).

Why It Matters
This filing shows the Fund continues to raise capital through its ongoing private offering, with a mid‑February issuance at the Fund level of roughly $15.25M and program‑wide inflows since November 2025 of about $213.17M. Because the sales were made in a private, unregistered offering (Reg D/Section 4(a)(2) exemption), the Units are not registered for public resale, which is relevant for investor liquidity and transferability considerations. Investors tracking Brookfield’s fundraising, allocation trends, or the BPE Program’s growth will find these concrete issuance and investor‑type details useful.

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