Principal Global Investors, LLC and Principal Funds, Inc. – Principal MidCap Fund filed an amended Schedule 13G reporting passive beneficial ownership in Brookfield Infrastructure Partners L.P. (BIP).
PGI reports beneficial ownership of 31,975,602 limited partnership units, representing 6.9% of the class, with shared voting and dispositive power over the same amount and no sole power. Principal MidCap Fund reports 27,773,075 units, or 6.0%, with shared voting and dispositive power and no sole power, as of September 30, 2025. The filing certifies the holdings were acquired and are held in the ordinary course and not to change or influence control.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Brookfield Infrastructure Partners L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
G16252101
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G16252101
1
Names of Reporting Persons
PRINCIPAL GLOBAL INVESTORS, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,975,602.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,975,602.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,975,602.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.9 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G16252101
1
Names of Reporting Persons
PRINCIPAL FUNDS, INC.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,773,075.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,773,075.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,773,075.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Brookfield Infrastructure Partners L.P.
(b)
Address of issuer's principal executive offices:
73 FRONT STREET, HAMILTON, BERMUDA
HM12
Item 2.
(a)
Name of person filing:
PRINCIPAL GLOBAL INVESTORS, LLC
PRINCIPAL FUNDS, INC.
(b)
Address or principal business office or, if none, residence:
PRINCIPAL GLOBAL INVESTORS
711 HIGH STREET
DES MOINES, Iowa
50392-0300
PRINCIPAL FUNDS, INC.
711 HIGH STREET
DES MOINES, Iowa
50392-0300
(c)
Citizenship:
PRINCIPAL GLOBAL INVESTORS, LLC - DELAWARE
PRINCIPAL FUNDS, INC. - MARYLAND
(d)
Title of class of securities:
Limited Partnership Units
(e)
CUSIP No.:
G16252101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
31,975,602
(b)
Percent of class:
6.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
PRINCIPAL GLOBAL INVESTORS, LLC - 0
PRINCIPAL FUNDS, INC. - 0
(ii) Shared power to vote or to direct the vote:
PRINCIPAL GLOBAL INVESTORS, LLC - 31,975,602
PRINCIPAL FUNDS, INC. - 27,773,075
(iii) Sole power to dispose or to direct the disposition of:
PRINCIPAL GLOBAL INVESTORS, LLC - 0
PRINCIPAL FUNDS, INC. - 0
(iv) Shared power to dispose or to direct the disposition of:
PRINCIPAL GLOBAL INVESTORS, LLC - 31,975,602
PRINCIPAL FUNDS, INC. - 27,773,075
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As of September 30, 2025 the Principal MidCap Fund, a series to the Principal Funds, Inc., had ownership of 27,773,075 shares representing 6.0%.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
PRINCIPAL GLOBAL INVESTORS, LLC
Signature:
/s/ J. Markham Penrod
Name/Title:
Chief Compliance Officer - North America, Principal Asset Management
Date:
11/04/2025
PRINCIPAL FUNDS, INC.
Signature:
/s/ John L. Sullivan
Name/Title:
Counsel and Assistant Secretary
Date:
11/06/2025
Exhibit Information
This statement is filed by Principal Global Investors, LLC ("PGI") and Principal Funds, Inc. - Principal MidCap Fund ("PFI MidCap Fund") jointly pursuant to a Joint Filing Agreement, which is filed with this Schedule 13G as Exhibit 99.1.
An amended passive ownership filing by Principal Global Investors, LLC and Principal Funds, Inc. – Principal MidCap Fund reporting beneficial ownership in BIP units.
How many BIP units does Principal Global Investors report?
PGI reports beneficial ownership of 31,975,602 units, representing 6.9% of the class, with shared voting and dispositive power.
What is Principal MidCap Fund’s position in BIP?
Principal MidCap Fund reports 27,773,075 units, or 6.0%, with shared voting and dispositive power, as of September 30, 2025.
Do the reporting persons have sole voting or dispositive power?
No. Both entities report 0 sole voting and 0 sole dispositive power; their powers are shared over the reported units.
Is this a control-seeking filing?
No. The certification states the securities were acquired and are held in the ordinary course and not to change or influence control.
What class and CUSIP are covered?
The filing covers Limited Partnership Units of BIP, CUSIP G16252101.
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