UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 1~~October 13, ~~2024~~2025

Brookfield Oaktree Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

001-35500

26-0174894

~~001-35500~~

~~26-0174894~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

333 South Grand Avenue, 28th ~~FloorLos Angeles, CA 90071~~ Floor

Los Angeles, CA 90071

(Address of principal executive offices, including zip code)

(213) 830-6300

(Registrant’s telephone number, including area code)

Oaktree Capital Group, LLC

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

TradingSymbol(s)

Name of each exchangeon which registered

6.625% Series A preferred units

OAK-PA

New York Stock Exchange

6.550% Series B preferred units

OAK-PB

New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
6.625% Series A preferred units	OAK-PA	New York Stock Exchange
6.550% Series B preferred units	OAK-PB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01

Other Events.

On ~~July 1~~October 13, ~~2024~~2025, ~~an internal reorganization (the “2024 Restructuring”) was effected whereby, among other things, the General Partner of Oaktree Capital I, L.P. (“Oaktree Capital I”) was changed from~~ Brookfield ~~OCM~~and ~~Holdings II, LLC to~~ Oaktree ~~Capital~~issued ~~I GP, LLC,~~ a ~~newly~~press ~~formed~~release ~~subsidiary~~announcing ofa ~~Oaktree~~proposed ~~Capital~~transaction ~~Holdings,~~as ~~LLC,~~described ~~pursuant~~in to the ~~entry~~press byrelease ~~Oaktree Capital I and the other parties thereto into the Sixth Amended and Restated Limited Partnership Agreement of Oaktree Capital I~~ (the “~~New~~Proposed ~~Cap I LPA~~Transaction”). InThe ~~connection~~terms ~~with the execution~~ of the ~~New~~Proposed ~~Cap~~Transaction Iwill ~~LPA,~~not ~~Brookfield~~affect ~~Oaktree Holdings, LLC (~~the ~~“Company”)~~terms ~~confirmed its approval~~ of ~~and consent to~~ the ~~replacement~~outstanding ~~of the General Partner of Oaktree Capital I in accordance with Section 8~~6.~~07(a)~~625% ofSeries ~~the~~A ~~Fifth~~preferred ~~Amended~~units and ~~Restated~~6.550% ~~Limited~~Series ~~Partnership~~B ~~Agreement~~preferred units of Brookfield Oaktree ~~Capital~~Holdings, ILLC. ~~The~~A ~~foregoing~~copy ~~description~~ of ~~the~~that ~~New~~press ~~Cap~~release ~~I LPA~~ is ~~qualified~~attached ~~in its entirety by reference to the full text of the New Cap I LPA, a copy of which is filed~~ as Exhibit 1099.1 tohereto ~~this Current Report on Form 8-K~~ and is incorporated ~~in this Item 8.01~~ by reference herein.

Also in connection with the 2024 Restructuring, (i) Brookfield OCM Holdings II, LLC remains a limited partner of Oaktree Capital I and retains its economic interest therein, (ii) Oaktree Capital Group Holdings, L.P. continues to hold all of the Class B common units of the Company and retains its right to designate members of the Board of Directors of the Company (the “Board”) and (iii) Brookfield Corporation continues to indirectly hold all of the Class A common units of the Company and retains its right to designate members of the Board. The 2024 Restructuring did not have an economic impact on the Company.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
Exhibit Number	Description
10.1		Sixth Amended and Restated Limited Partnership Agreement of Oaktree Capital I, L.P.
99.1	Press Release dated October 13, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

BROOKFIELD OAKTREE HOLDINGS, LLC By: /s/ Daniel D. Levin Name: Daniel D. Levin Title: Chief Financial Officer ~~and Secretary~~

Date: ~~July 1~~October 14, ~~2024~~2025

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