Brookfield Infrastructure to create single BIP Inc entity

Rhea-AI Filing Summary

Brookfield Corporation and BAM Partners Trust report beneficial ownership of 207,999,242 Brookfield Infrastructure Partners limited partnership units on an as-exchanged basis, representing 31.5% of the class based on 457,709,338 units outstanding as of July 21, 2026, assuming exchange of related RPUs and Class A.2 Shares.

On July 21, 2026, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners Inc. entered into an arrangement agreement to simplify their structure by converting BIP and BIPC into a single Canadian publicly traded company, BIP Inc., via a court-approved plan of arrangement. All Units, BIPC Shares and specified exchangeable securities will be exchanged one-for-one for newly issued BIP Inc. Class A shares, expected to list on the TSX and NYSE. After completion, Brookfield and its subsidiaries are expected to own 204,711,975 BIP Inc. Class A shares (26.4%, or 30.9% if the BIPC Share Exchange does not occur), all 45,776 BIP Inc. Class B multiple voting shares and Brookfield Asset Management Ltd. is expected to own all 2,400,631 BIP Inc. Class I shares. Securityholder votes are scheduled for October 14, 2026, and completion is anticipated in the fourth quarter of 2026, subject to required approvals.

Filing Explained

The proposed conversion would place partnership securities under BIP Inc. while Brookfield’s Class B shares would carry votes equal to Class A shares minus 100.

The 2026-07-21 arrangement remains conditional and incomplete; after completion, BIP Inc. would own all outstanding Units, BILP redemption-exchange units and Class A.2 Shares, and, if the Share Exchange occurs, the BIPC Shares.

In practical terms, the proposed conversion would place these existing partnership and exchangeable securities under the new corporate entity rather than leave them as separate securities.

Brookfield would receive all 45,776 BIP Inc. Class B shares, whose aggregate voting power would equal the number of outstanding Class A shares minus 100; this describes a voting-rights structure, not ownership of all Class A shares.

Key Figures

Beneficial ownership: 207,999,242 Units Ownership percentage: 31.5 % Units outstanding: 457,709,338 Units +5 more

8 metrics

Beneficial ownership 207,999,242 Units Units beneficially owned by each reporting person on an as-exchanged basis

Ownership percentage 31.5 % Percent of class represented by reported beneficial ownership, assuming exchange of RPUs and Class A.2 Shares

Units outstanding 457,709,338 Units Brookfield Infrastructure Partners units outstanding as of July 21, 2026

Redeemable partnership units 190,299,956 RPUs RPUs beneficially owned by Brookfield used in the ownership percentage calculation

Class A.2 Shares 13,012,789 Class A.2 Shares Class A.2 exchangeable non-voting shares beneficially owned by Brookfield in ownership calculation

Expected BIP Inc Class A Shares 204,711,975 BIP Inc Class A Shares Expected BIP Inc Class A shares owned by Brookfield and subsidiaries if the Transaction and Share Exchange occur

Expected BIP Inc Class B Shares 45,776 BIP Inc Class B Shares Expected BIP Inc Class B multiple voting shares held by Brookfield and its subsidiaries

Expected BIP Inc Class I Shares 2,400,631 BIP Inc Class I Shares Expected BIP Inc Class I non-voting incentive shares owned by Brookfield Asset Management Ltd. and subsidiaries

Key Terms

plan of arrangement, Business Corporations Act (British Columbia), redeemable partnership units, Class A.2 exchangeable non-voting shares, +2 more

6 terms

plan of arrangement regulatory

"will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Business Corporations Act (British Columbia) regulatory

"implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia)"

A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

redeemable partnership units financial

"includes 150,395,486 redeemable partnership units of Brookfield Infrastructure L.P. (RPUs)"

Class A.2 exchangeable non-voting shares financial

"includes 1,500,000 Class A.2 exchangeable non-voting shares of Brookfield Infrastructure Holdings Corporation"

multiple voting shares financial

"will be exchanged for class B multiple voting shares of BIP Inc. (BIP Inc. Class B Shares)"

Shares that carry more votes per share than regular shares, giving their holders greater control over corporate decisions such as board elections and major strategic moves. For investors this matters because a small group holding multiple voting shares can steer the company’s direction irrespective of economic ownership, similar to a few people holding the keys to a car even if many others own parts of it, which affects governance risk and influence on value.

beneficial ownership financial

"The information relating to the beneficial ownership of the Units by each of the Reporting Persons"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Brookfield Infrastructure Partners (BIP) does Brookfield Corporation beneficially own?

Brookfield Corporation and BAM Partners Trust together report beneficial ownership of 207,999,242 BIP units on an as-exchanged basis, representing 31.5% of the class, based on 457,709,338 units outstanding as of July 21, 2026.

What corporate simplification is planned for Brookfield Infrastructure Partners (BIP)?

BIP, Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners Inc. plan to convert into a single Canadian public company, BIP Inc., through a court-approved plan of arrangement, exchanging all Units, BIPC Shares and key exchangeable securities one-for-one into BIP Inc. Class A shares.

What will Brookfield’s ownership in BIP Inc. be after the transaction?

Brookfield and its subsidiaries are expected to own 204,711,975 BIP Inc. Class A shares, equal to 26.4% of that class (or 30.9% if the BIPC Share Exchange does not occur), plus all 45,776 BIP Inc. Class B multiple voting shares.

When will Brookfield Infrastructure Partners (BIP) security holders vote on the proposed transaction?

A special meeting of BIP Unitholders and a special meeting of BIPC Shareholders are scheduled for October 14, 2026. Security holders of record as of the close of business on August 21, 2026 will be entitled to vote at these meetings.

When is the Brookfield Infrastructure Partners (BIP) reorganization expected to close?

Subject to receiving Unitholder, Shareholder and court approvals, the arrangement converting BIP and BIPC into BIP Inc. is anticipated to be completed in the fourth quarter of 2026, according to the disclosed timeline for the Transaction.

Have the reporting persons traded Brookfield Infrastructure Partners (BIP) units recently?

The reporting persons state that, except as described in the Transaction arrangements, there have been no transactions in BIP units by them during the past 60 days preceding the disclosure date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/23/2026 - 08:30 PM Accepted by SEC EDGAR 07/23/2026 - 08:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16252101

(CUSIP Number)

Swati Mandava
Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100
Toronto, A6, M5J 2T3
(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G16252101

1

Name of reporting person

BROOKFIELD CORPORATION

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,999,242.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,999,242.00

11

Aggregate amount beneficially owned by each reporting person

207,999,242.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 1,399,230 limited partnership units ("Units") of Brookfield Infrastructure Partners L.P. ("BIP" or the "Issuer") held by subsidiaries of Brookfield Corporation ("Brookfield") and 3,287,267 Units held by subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to Brookfield ("BNT"). This amount also includes 150,395,486 redeemable partnership units of Brookfield Infrastructure L.P. ("RPUs") held by BIP REU Holdings (2015) L.P., a wholly-owned subsidiary of Brookfield, 23,343,155 RPUs held by BIP REU Holdings (2016) L.P., a wholly-owned subsidiary of Brookfield, 9,192,061 RPUs held by BIP REU Holdings (2019) L.P., a wholly-owned subsidiary of Brookfield, and 7,369,254 RPUs held by BILP Holdings ULC, a wholly-owned subsidiary of Brookfield. This amount further includes 1,500,000 class A.2 exchangeable non-voting shares of Brookfield Infrastructure Holdings Corporation ("Class A.2 Shares") held by Brookfield and 11,512,789 Class A.2 Shares held by BIPC Holding LP, a wholly-owned subsidiary of Brookfield. In reference to Row 13 above, as of July 21, 2026, there were approximately 457,709,338 Units outstanding. Percentage assumes the exchange of the 190,299,956 RPUs and 13,012,789 Class A.2 Shares beneficially owned by Brookfield as of July 21, 2026.

SCHEDULE 13D

CUSIP Number(s): G16252101

1

Name of reporting person

BAM PARTNERS TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 207,999,242.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 207,999,242.00

11

Aggregate amount beneficially owned by each reporting person

207,999,242.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes the Units, RPUs and Class A.2 Shares beneficially owned by Brookfield. In reference to Row 13 above, as of July 21, 2026, there were approximately 457,709,338 Units outstanding. Percentage assumes the exchange of the 190,299,956 RPUs and 13,012,789 Class A.2 Shares beneficially owned by Brookfield as of July 21, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Limited Partnership Units
(b)	Name of Issuer: BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(c)	Address of Issuer's Principal Executive Offices: 73 Front Street, Fifth Floor, Hamilton, BERMUDA , HM 12.
Item 1 Comment: This Amendment No. 13 (this "Amendment No. 13") to Schedule 13D amends and supplements the Schedule 13D originally filed on February 12, 2008 (and as amended through Amendment No. 12 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 13. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars. Information reported in the Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 13.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: On July 21, 2026, BIP, Brookfield Infrastructure Corporation ("BIPC") and Brookfield Infrastructure Partners Inc. ("BIP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BIP's and BIPC's corporate structure by converting BIP and BIPC into a single Canadian publicly traded corporate entity, BIP Inc. The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of Units (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of class A exchangeable subordinate voting shares ("BIPC Shares") of BIPC (the "Shareholders"), the Transaction will still be completed except that the exchange of BIPC Shares (the "Share Exchange"), as described below, will not occur. A special meeting of Unitholders and a special meeting of Shareholders have been called for October 14, 2026, and security holders of record as of close of business on August 21, 2026 will be entitled to vote at the meetings. If the Transaction is approved by both the Unitholders and Shareholders, and subject to satisfaction of other conditions, BIP and BIPC will implement the Transaction, pursuant to which, among other things, all Units, BIPC Shares, exchangeable limited partnership units of Brookfield Infrastructure Partners Exchange LP, a subsidiary of BIP, class B exchangeable limited partnership units of Brookfield Infrastructure Corporation Exchange Limited Partnership, a subsidiary of BIP, Class A.2 Shares and redemption-exchange limited partner units of Brookfield Infrastructure L.P. ("BILP") will be exchanged, directly or indirectly, for newly issued class A subordinate voting shares of BIP Inc. ("BIP Inc. Class A Shares") on a one-for-one basis. In addition, the class A common shares of Brookfield Infrastructure Partners Limited, the general partner of BIP, will be exchanged for class B multiple voting shares of BIP Inc. ("BIP Inc. Class B Shares"), and the special general partner units of BILP, held by a subsidiary of Brookfield Asset Management Ltd., will be exchanged for class I non-voting incentive shares of BIP Inc. ("BIP Inc. Class I Shares"). The newly issued BIP Inc. Class A Shares are expected to be listed on the Toronto Stock Exchange and the New York Stock Exchange. Following completion of the Transaction and based on their current ownership and the aggregate number of issued and outstanding BIPC Shares, Class A.2 Shares and Units, (i) Brookfield and its subsidiaries are expected to own 204,711,975 BIP Inc. Class A Shares, representing approximately 26.4% of the issued and outstanding BIP Inc. Class A Shares (and 204,711,975 BIP Inc. Class A Shares, representing approximately 30.9% of the issued and outstanding BIP Inc. Class A Shares if the Share Exchange does not occur), 45,776 BIP Inc. Class B Shares, representing 100% of the issued and outstanding BIP Inc. Class B Shares (which BIP Inc. Class B Shares will be entitled to cast, in the aggregate, a number of votes equal to the number of outstanding BIP Inc. Class A Shares held on the record date for determining the BIP Inc. shareholders entitled to vote at the applicable meeting minus 100), (ii) BNT and its subsidiaries are expected to own 3,287,267 BIP Inc. Class A Shares, representing approximately 0.4% of the issued and outstanding BIP Inc. Class A Shares (and 3,287,267 BIP Inc. Class A Shares, representing approximately 0.5% of the issued and outstanding BIP Inc. Class A Shares if the Share Exchange does not occur), (iii) Brookfield Asset Management Ltd. and its subsidiaries are expected to own 2,400,631 BIP Inc. Class I Shares, representing 100% of the issued and outstanding BIP Inc. Class I Shares and (iv) BIP Inc. will own all of the issued and outstanding Units, redemption-exchange limited partnership units of BILP, Class A.2 Shares and, assuming the Share Exchange occurs, BIPC Shares. If the Transaction is completed but the Share Exchange does not occur, Brookfield and its subsidiaries will not own any BIPC Shares. Further information regarding the Transaction will be contained in a joint management information circular of BIP and BIPC. Subject to the receipt of all required approvals, it is anticipated that the Transaction will be completed in the fourth quarter of 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (and the footnotes thereto) is incorporated by reference herein.
(c)	Except as described in Item 4 in this Amendment No. 13, there have been no transactions by the Reporting Persons in the Units during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 13 is hereby incorporated by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BROOKFIELD CORPORATION

Signature:	/s/ Swati Mandava
Name/Title:	Managing Director, Legal and Regulatory
Date:	07/23/2026

BAM PARTNERS TRUST

Signature:	by its trustee, BAM CLASS B PARTNERS INC., /s/ Kathy Sarpash
Name/Title:	Kathy Sarpash, Secretary
Date:	07/23/2026