Brookfield Private Equity Fund LP

8-K · tm2617054d1_8k.htm iXBRL

0002074065

 2026-06-08
 2026-06-08

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 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):
 June 8, 2026

  

 Brookfield Private Equity Fund LP

 (Exact name of Registrant as specified in its
charter)

  

 Delaware
  
 000-56760
  
 No.  39-2276289

 (State or other jurisdiction
 of incorporation)
  
 (Commission
 File Number)
  
 (I.R.S. Employer
 Identification No.)

  

 225
Liberty Street, 8th Floor

 New York , New
York 10281

 (Address of principal executive offices) (Zip
Code)

  

 Registrant’s telephone number, including
area code: ( 855 ) 777-8001

  

 Not Applicable

 (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))

  

 Securities registered pursuant to Section 12(b) of the Act:
None

  

 Title of each class
  
 Trading
 Symbol(s)
  
 Name of each exchange
 on which registered

  
  
  
  
  

  

 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  x

  

 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 3.02. Unregistered Sales of Equity Securities.

  

 On May 1, 2026, Brookfield Private Equity
Fund LP (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of
approximately $8,085,000 (1) . The following table provides details on the Units sold by the Fund:

  

    
 Number of Units Sold (2)(3)    
 Aggregate Consideration (3)  

 Class S  
   95,263    
 $ 2,540,000  

 Class I  
   207,243    
 $ 5,545,000  

 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 June 8, 2026, following the calculation of the Fund’s transactional net asset value (the “Transactional
NAV”) as of April 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 May 1, 2026, the BPE Program (inclusive
of the Fund) issued interests for aggregate consideration of approximately $28,513,767. 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 $310,153,981.64 as part of its continuous private offering.

  

 Item 8.01. Other Events.

  

 Transactional Net Asset Value

  

 The Transactional NAV
per Unit for each class of the Fund as of April 30, 2026, is as follows:

  

    
 As of April 30, 2026  

    
 Number of Units  
 Transactional NAV (1)  

 Class B-1  
   25,966,907  
  
 $ 27.19  

 Class B-2  
   23,162  
  
 $ 27.01  

 Class D  
   0  
  
 $ n/a  

 Class I  
   2,827,234  
  
 $ 26.76  

 Class S  
   1,673,123  
  
 $ 26.66  

  

 (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.

  

  

  

  

 SIGNATURES

  

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

  

  
 Brookfield Private Equity Fund LP

  
  
  

 Date: June 8, 2026
 By:
 /s/ Craig Ruckman

  
 Name: 
 Craig Ruckman

  
 Title: 
 Assistant Secretary