Current Report · Items 3.02, 8.01 · 8-K
Brookfield Private Equity Fund LP
Unregistered Sales of Equity Securities · Other Events
Item 3.02. Unregistered Sales of Equity Securities. On July 1, 2026, Brookfield Private Equity Fund LP (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $16,959,000 (1). The following table provides details on the Units sold by the Fund:…
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
On July 1, 2026, Brookfield Private Equity
Fund LP (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of
approximately $16,959,000 (1). The following table provides details on the Units sold by the Fund:
Number of Units Sold(2)(3) Aggregate Consideration(3)
Class S 278,975 $7,575,000
Class I 343,900 $9,384,000
Class B-2 - $-
(1) The Fund
invests alongside other Brookfield-managed vehicles with substantially similar investment objectives and strategies that, together with
the Fund, collectively form the “BPE Program.”
(2) The number of Units sold by the Fund
was finalized on August 7, 2026, following the calculation of the Fund’s transactional net asset value (the “Transactional
NAV”) as of June 30, 2026. See Item 8.01 below for more information on the Fund’s Transactional NAV.
(3) Unit and dollar amounts are rounded to
the nearest whole number.
The offer and sale of the Units were made as part
of the Fund’s continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended,
pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder. Class S and Class I Units were sold to
third-party investors, including through Brookfield Private Equity TE Feeder Fund LP, a Delaware limited partnership, for certain investors
with particular tax characteristics, such as tax-exempt investors and non-U.S. investors. Class B-2 Units were sold to Brookfield
Asset Management Ltd. (and together with Brookfield Corporation and each of their respective affiliates and Brookfield Wealth Solutions
Ltd., “Brookfield”), certain of Brookfield’s affiliates, related parties and employees and the Fund’s employees,
officers and directors.
On July 1, 2026, the BPE Program (inclusive of
the Fund) issued interests for aggregate consideration of approximately $26,540,413. Since November 1, 2025, through the date of
filing of this Current Report on Form 8-K, the BPE Program (inclusive of the Fund) has sold interests for aggregate cash consideration
of approximately $358,538,829 as part of its continuous private offering.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
Transactional Net Asset Value
The Transactional NAV per Unit for each class of the Fund as of June 30, 2026, is as follows:
As of June 30, 2026
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Number of Units Transactional NAV(1)
Class B-1 25,428,308 $27.80
Class B-2 23,162 $27.62
Class D 0 $n/a
Class I 3,122,677 $27.29
Class S 1,848,503 $27.15
(1) Transactional
NAV is rounded to two decimal places.
The Fund
calculates Transactional NAV for purposes of establishing the price at which transactions in the Fund’s limited partnership units
(the “Units”) are made. A description of the Fund’s valuation process was included under “Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Unitholder Matters” of the Fund’s
Registration Statement on Form 10 filed on August 22, 2025. Transactional NAV is based on the month-end values of the Fund’s investments,
the addition of the value of any other assets (such as cash on hand, without duplication), and the deduction of the Fund’s liabilities,
including certain fees and expenses, in accordance with the Fund’s valuation policies. Certain contingent tax liabilities may not
be recognized as a reduction to Transactional NAV if the Fund’s general partner reasonably expects such liabilities will not be
recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund’s net asset value
as determined in accordance with accounting principles generally accepted in the United States of America.