SHARE-BASED COMPENSATION
BAM and BN have granted share-based compensation awards to certain employees and directors of BAM, under a number of compensation plans (the “Equity Plans”). The Equity Plans provide for the granting of share options, restricted shares, escrowed shares and deferred share and restricted share units which contain certain service or performance requirements of BAM or BN.
The expense recognized for share-based compensation is summarized in the following table:
FOR THE YEARS ENDED DECEMBER 31,
(MILLIONS)
202520242023
Expense arising from equity-settled share-based payment transactions
Management Share Option Plan$44 $24 $24 
Escrowed Stock Plan60 20 14 
Restricted Stock Plan55 51 48 
$159 $95 $86 
Expense/(Recovery) arising from cash-settled share-based payment transactions
Deferred Share Unit Plan$88 $42 $15 
Restricted Share Unit Plan (3)
$88 $43 $12 
The share-based payment plans are described below.
Management Share Option Plan
BAM recognizes any awards associated with the existing Equity Plans for its employees irrespective of whether the awards were granted by BN or BAM. Options issued under the Management Share Option Plan (“MSOP”) of both BN and BAM vest over a period of up to five years, expire ten years after the grant date and are settled through issuance of Class A Shares or BN Class A Shares. The exercise price is equal to the market price at the grant date. For the year ended December 31, 2025, the total expense incurred with respect to MSOP totaled $44 million (2024 – $24 million; 2023 – $24 million).
The change in the number of options during the year ended December 31, 2025 was as follows:
Number of Brookfield Asset Management Ltd. Options1
Number of Brookfield Corporation Options2, 3
Number of Options (000's)Weighted-Average Exercise PriceNumber of Options (000's)Weighted-Average Exercise Price
Outstanding as at January 1, 202512,565 $34.54 19,955 $20.06 
2025 Arrangement6,085 31.67 16,133 17.38 
Transferred90 31.03 1,214 22.49 
Granted4,708 59.62 375 40.19 
Exercised(1,365)23.85 (9,334)14.41 
Cancelled(417)44.27 (117)29.26 
Outstanding as at December 31, 202521,666 $39.65 28,226 $20.91 
1. Represents the continuity of BAM options relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
2. Represents the continuity of BN's options relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM.
3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The change in the number of options during the year ended December 31, 2024 was as follows:
Number of Brookfield Asset Management Ltd. Options1
Number of Brookfield Corporation Options2, 3
Number of Options (000's)Weighted-Average Exercise PriceNumber of Options (000's)Weighted-Average Exercise Price
Outstanding as at January 1, 20249,969 $30.81 27,700 $18.77 
Transferred(363)32.80 (1,805)18.49 
Granted4,319 40.07 — — 
Exercised(1,004)20.64 (5,749)14.06 
Cancelled(356)36.96 (191)27.82 
Outstanding as at December 31, 202412,565 $34.54 19,955 $20.06 
1. Represents the continuity of BAM options relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
2. Represents the continuity of BN's options relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM.
3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The change in the number of options during the year ended December 31, 2023 was as follows:
Number of Brookfield Asset Management Ltd. Options1
Number of Brookfield Corporation Options2, 3
Number of Options (000's)Weighted-Average Exercise PriceNumber of Options (000's)Weighted-Average Exercise Price
Outstanding as at January 1, 20235,631 $22.87 32,742 $17.07 
Transferred(455)19.18 (2,656)14.40 
Granted5,721 35.13 — — 
Exercised(652)16.99 (2,027)11.45 
Cancelled(276)35.27 (359)26.58 
Outstanding as at December 31, 20239,969 $30.81 27,700 $18.77 
1. Represents the continuity of BAM options relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
2. Represents the continuity of BN's options relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM.
3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The weighted-average grant date fair value of BAM MSOP granted for the year ended December 31, 2025 was $11.18 (2024 – $6.12; 2023 – $5.26), and was determined using the Black-Scholes valuation model, with inputs to the model as follows:
FOR THE YEAR ENDED DECEMBER 31
(MILLIONS)
Unit
2025
2024
2023
Weighted-average share priceUS$$59.62 $40.07 $35.13 
Average term to exerciseYears7.57.57.5
Share price volatility1
%29.9 29.2 28.5 
Liquidity discount%25.0 25.0 25.0 
Weighted-average annual dividend yield%3.7 4.8 4.6 
Risk-free rate%4.4 4.2 3.9 
1. Share price volatility was determined based on implied volatilities consistent with Brookfield Corporation's historical share prices over a similar period to the average term to exercise.
The total fair value of the options granted during the year ended December 31, 2025 was $53 million (2024 – $38 million; 2023 – $41 million).
Escrowed Stock Plan
The Escrowed Stock (“ES”) shares generally vest over five years and must be held to the fifth anniversary of the grant date. At a date no more than ten years from the grant date, all outstanding ES shares will be exchanged for Class A Shares or BN Class A Shares based on the respective market value at the time of the exchange. The number of Class A Shares or BN Class A Shares issued on exchange will be less than the number of shares purchased under the ES Plan resulting in a net reduction in the number of Class A Shares or BN Class A Shares. For the year ended December 31, 2025, the total expense incurred with respect to the ES Plan totaled $60 million (2024 – $20 million; 2023 – $14 million).
The changes in the number of ES shares during the year ended December 31, 2025 was as follows:
Number of Brookfield Asset Management Ltd. ES Shares1
Number of Brookfield Asset Management ULC ES Shares2
Number of Brookfield Corporation ES Shares3, 4
Number of ES Shares (000's)Weighted-Average Exercise PriceNumber of ES Shares (000's)Weighted-Average Exercise PriceNumber of ES Shares (000's)Weighted-Average Exercise Price
Outstanding as at January 1, 20253,242 $32.24 1,494 $40.07 10,878 $23.49 
2025 Arrangement9,038 31.62 3,409 40.32 26,502 23.23 
Transferred(505)32.36 (250)40.07 393 40.13 
Granted3,544 59.62   750 40.19 
Exercised(61)29.64   (1,344)25.76 
Cancelled      
Outstanding as at December 31, 202515,258 $38.24 4,653 $40.26 37,179 $23.74 
1. Represents the continuity of BAM ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
2. Represents the continuity of the Asset Management Company ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
3. Represents the continuity of BN ES relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM.
4. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The changes in the number of ES shares during the year ended December 31, 2024 was as follows:
Number of Brookfield Asset Management Ltd. ES Shares1
Number of Brookfield Asset Management ULC ES Shares2
Number of Brookfield Corporation ES Shares3, 4
Number of ES Shares (000's)Weighted-Average Exercise PriceNumber of ES Shares (000's)Weighted-Average Exercise PriceNumber of ES Shares (000's)Weighted-Average Exercise Price
Outstanding as at January 1, 20243,321 $32.18 — $— 11,740 $23.58 
Transferred— — — — (18)27.74 
Granted— — 1,494 40.07 — — 
Exercised(79)29.64 — — (835)24.50 
Cancelled— — — — (9)30.34 
Outstanding as at December 31, 20243,242 $32.24 1,494 $40.07 10,878 $23.49 
1. Represents the continuity of BAM ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
2. Represents the continuity of the Asset Management Company ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
3. Represents the continuity of BN ES relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM.
4. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The changes in the number of ES shares during the year ended December 31, 2023 were as follows:
Number of Brookfield Asset Management Ltd. ES Shares1
Number of Brookfield Corporation ES Shares2, 3
Number of ES Shares (000's)Weighted-Average Exercise PriceNumber of ES Shares (000's)Weighted-Average Exercise Price
Outstanding as at January 1, 20232,361 $29.64 15,211 $23.48 
Transferred(575)29.64 (3,449)23.14 
Granted1,535 35.13 — — 
Cancelled— — (22)29.00 
Outstanding as at December 31, 20233,321 $32.18 11,740 $23.58 
1. Represents the continuity of BAM ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN.
2. Represents the continuity of BN ES relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM.
3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The weighted-average grant date fair value of BAM escrowed shares granted for the year ended December 31, 2025 was $11.18 (2024 – $6.12; 2023 – $5.26), and was determined using the Black-Scholes model of valuation with inputs to the model as follows:
FOR THE YEARS ENDED DECEMBER 31,
(MILLIONS)
Unit
2025
2024
2023
Weighted-average share priceUS$$59.62 $40.07 $35.13 
Average term to exerciseYears7.57.57.5
Share price volatility1
%29.9 29.2 28.5 
Liquidity discount%25.0 25.0 25.0 
Weighted-average annual dividend yield%3.7 4.8 4.6 
Risk-free rate%4.4 4.2 3.9 
1. Share price volatility was determined based on implied volatilities consistent with BN's historical share prices over a similar period to the average term to exercise.
The total fair value of the escrowed shares granted during the year ended December 31, 2025 was $40 million (2024 – $30 million; 2023 – $25 million).
Restricted Stock Plan
The Restricted Stock Plan awards executives with Class A Shares and BN Class A Shares purchased on the open market (“Restricted Shares”). Under the Restricted Stock Plan, Restricted Shares awarded vest over a period of up to five years, except for Restricted Shares awarded in lieu of a cash bonus, which may vest immediately. Vested and unvested Restricted Shares are subject to a hold period of up to five years. Holders of Restricted Shares are entitled to vote and to receive associated dividends. Employee compensation expense for the Restricted Stock Plan is charged against income over the vesting period.
Compensation expense for the year ended December 31, 2025 was $55 million (2024 – $51 million; 2023 – $48 million).
Deferred Share Unit Plan
The Deferred Share Unit (“DSU”) Plan provides for the issuance of DSUs. Under the DSU plan, qualifying employees and directors receive varying percentages of their annual incentive bonus or directors’ fees in the form of DSUs. The DSUs vest over periods of up to five years, and accumulate additional DSUs at the same rate as dividends on Class A Shares and BN Class A Shares based on the market value of the shares at the time of the dividend. Participants are not allowed to convert vested DSUs into cash until retirement or cessation of employment.
The value of the DSUs, when converted to cash, will be equivalent to the market value of the Class A Shares or BN Class A Shares at the time the conversion takes place. The fair value of the vested DSUs as at December 31, 2025 was $701 million (December 31, 2024 – $150 million).
Employee compensation expense for these plans is charged against net income over the vesting period of the DSUs. For those awards issued as part of the 2022 Arrangement, the mark-to-market movement is recoverable from BN. The amount payable in respect of vested DSUs changes as a result of dividends and share price movements. All of the amounts attributable to changes in the amounts payable by the Company are recorded as employee compensation expense in the period of the change. For the year ended December 31, 2025, employee compensation expense totaled $88 million (2024 – $42 million; 2023 – $15 million).
Restricted Share Unit Plan
The Restricted Share Unit (“RSU”) Plan provided for the issuance of RSUs. Under the RSU plan, qualifying employees and directors received varying percentages of their annual incentive bonus or directors’ fees in the form of RSUs. The RSUs vest over periods of up to five years. Participants were not allowed to convert RSUs into cash until retirement or cessation of employment. The value of the RSUs, when converted into cash, was equivalent to the difference between the market price of equivalent number of Class A Shares or BN Class A Shares at the time the conversion takes place and the market price on the date the RSUs are granted.
During the year ended December 31, 2024, the RSU Plan was settled and participating employees and directors of BAM received a cash settlement equal to the value of the RSUs at the date of settlement or an option to acquire preferred shares in subsidiaries of BN with a redemption value equal to the value of their RSUs on the date of the settlement of the RSU plan.
The value of the outstanding options associated with the settlement of the RSU plan as at December 31, 2025 was $nil (December 31, 2024 – $21 million) and the fair value of outstanding RSUs was $nil (December 31, 2024 – $nil).
For the year ended December 31, 2025, expense associated with the RSU's totaled $nil (2024 – $1 million; 2023 – recovery of $3 million).
The change in the number of DSUs and RSUs outstanding for the year ended December 31, 2025 was as follows:
DSUsRSUs
Number of Units Tracking to BAM Ltd. share price (000's)
Number of Units Tracking to BN1 share price (000's)
Number of Units Tracking to BN1 share price (000's)
Weighted-Average Exercise Price (CAD)
Outstanding as at January 1, 2025387 2,297  $ 
2025 Arrangement1,694 10,515   
Transferred13 233   
Granted and reinvested138 104   
Exercised and cancelled(178)(898)  
Outstanding as at December 31, 20252,054 12,251  $ 
1. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The change in the number of DSUs and RSUs outstanding for the year ended December 31, 2024 was as follows:
DSUsRSUs
Number of Units Tracking to BAM Ltd. share price (000's)
Number of Units Tracking to BN1 share price (000's)
Number of Units Tracking to BN1 share price (000's)
Weighted-Average Exercise Price (CAD)
Outstanding as at January 1, 2024788 4,804 854 $2.62 
Transferred(7)(97)— — 
Granted and reinvested30 26 — — 
Exercised and cancelled(424)(2,436)(854)2.62 
Outstanding as at December 31, 2024387 2,297 — $— 
1. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.
The change in the number of DSUs and RSUs outstanding for the year ended December 31, 2023 was as follows:
DSUsRSUs
Number of Units Tracking to BAM Ltd. share price (000's)
Number of Units Tracking to BN1 share price (000's)
Number of Units Tracking to BN1 share price (000's)
Weighted-Average Exercise Price (CAD)
Outstanding as at January 1, 2023915 5,785 1,234 $2.62 
Transferred(123)(822)(380)2.62 
Granted and reinvested30 40 — — 
Exercised and cancelled(34)(199)— — 
Outstanding as at December 31, 2023788 4,804 854 $2.62 
1. Adjusted to reflect the three-for-two stock split completed on October 9, 2025.

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 17, 2025

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.