FALSE2025Q3December 3100020454581For the period from April 29, 2024 (“Inception”) through September 30, 2024.EMEA is defined as Europe, Middle East and 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-56711

Stonepeak-Plus Infrastructure Fund LP

(Exact Name of Registrant as Specified in Its Charter)


Delaware				33-1582934
(State or Other Jurisdiction of Incorporation or Organization)				(IRS Employer Identification No.)
55 Hudson Yards 550 W 34th Street, 48th Floor New York, NY				10001
(Address of principal executive offices)				(Zip Code)

(212) 907-5100

(Registrant’s telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	None.	None.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”

in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, the registrant had the following limited partnership units outstanding: 12,349,826 units of Class A-1a, 1,710,915 units of Class A-1b,

1,163,964 units of Class A-1c, 177,892 units of Class F-1, 291,687 units of Class I-1, 241,598 units of Class X and no units of Classes D-1, D-2, F-2, F-3, F-4,

I-2, S-1 and S-2.

TABLE OF CONTENTS


		Page
Part I - Financial Information		4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Financial Statements of Stonepeak-Plus Infrastructure Fund LP:
	Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2025	6
	Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2025	7
	Condensed Consolidated Schedule of Investments as of September 30, 2025	8
	Notes to Condensed Consolidated Financial Statements	9
	Condensed Consolidated Financial Statements of Stonepeak-Plus Infrastructure Fund Master Aggregator LP:
	Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2025 and December 31, 2024	22
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025	23
	Condensed Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2025	24
	Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2025	25
	Condensed Consolidated Schedule of Investments as of September 30, 2025	26
	Notes to Condensed Consolidated Financial Statements	28
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4.	Controls and Procedures	45

Part II - Other Information		45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signatures		48

EXPLANATORY NOTE

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

•the term “Aggregators” refers to Stonepeak-Plus Infrastructure Fund Aggregator I LP, a Delaware series limited partnership, the

Master Aggregator (as defined below), and any other vehicle(s) used to aggregate the holdings of the Fund and any Parallel

Funds;

•the term “Feeder Fund” refers to Stonepeak-Plus Infrastructure Fund (TE) LP, a Delaware limited partnership;

•the terms “Fund,” “Partnership,” “we,” “us,” and “our” refer to Stonepeak-Plus Infrastructure Fund LP, a Delaware limited

partnership;

•the term “General Partner” refers to Stonepeak-Plus Infrastructure Fund Associates LP, a Delaware limited partnership, our

general partner;

•the term “Intermediate Entities” refers to one or more entities through which the General Partner or any of its affiliates may, in its

sole discretion, cause the Fund and any Parallel Funds to hold certain investments, including (a) entities that may elect to be

classified as corporations for U.S. federal income tax purposes, whether formed in a U.S. or non-U.S. jurisdiction (each, a

“Corporation”), (b) one or more limited liability companies, limited partnerships or other similar entities (each, a “Lower Fund”),

and (c) the Aggregators;

•the term “Investment Advisor” refers to Stonepeak-Plus Infrastructure Fund Advisors LLC, a Delaware limited liability company,

our investment advisor;

•the term “Lux Fund” refers to Stonepeak-Plus Infrastructure Fund S.A. SICAV – UCI Part II, a Luxembourg multi-compartment

investment company with variable capital, available to investors primarily domiciled in countries of the European Economic Area,

the United Kingdom, Switzerland, Asia and certain other jurisdictions, together with its master fund, feeder funds, parallel funds

and other related entities;

•the term “Master Aggregator” refers to Stonepeak-Plus Infrastructure Fund Master Aggregator LP, a Cayman Islands exempted

limited partnership used to aggregate the holdings of the Fund and any Parallel Funds and through which the Fund expects to invest

all or substantially all of its assets, and any successor vehicle thereto;

•the term “Net Asset Value” or “NAV” refers to, as the context requires, transactional NAV (i.e., the price at which transactions in

the Fund’s Units are made) determined in accordance with the valuation policies of the Fund, as updated from time to time;

•the term “Other Stonepeak Accounts” refers to, as the context requires, individually and collectively, any of the following: other

investment funds, vehicles, separate accounts and/or other similar arrangements managed, advised or operated by the General

Partner, the Investment Advisor and/or any of their respective Affiliates (as defined below) (including, for the avoidance of doubt,

the Lux Fund) (other than SP+ INFRA (as defined below) and its alternative vehicles), and any successors thereto, in each case

including any parallel funds, feeder funds, alternative vehicles, co-investment vehicles, additional capital vehicles and other similar

vehicles relating thereto and any vehicles established by the General Partner, the Investment Advisor and/or any of their respective

Affiliates to exercise their side-by-side or other general partner investment rights as set forth in their respective governing

documents;

•the term “Parallel Funds” refers to one or more parallel vehicles established by, or at the direction of, the General Partner or any

Affiliate thereof to invest alongside the Fund in the Master Aggregator or any other Intermediate Entity;

•the term “SP+ INFRA” refers to the Fund, together with any Parallel Funds, any Feeder Funds, the Aggregators, the Lower Funds

and any other Intermediate Entities, collectively;

•the term “Stonepeak” refers collectively to Stonepeak Partners LP and its subsidiaries and affiliated entities; and

•the term “Unitholders” refers to holders of our limited partnership units (the “Units”). There are fourteen classes of Units available

to Fund investors: Class A-1a (“Class A-1a” or the “Class A-1a Units”), Class A-1b (“Class A-1b” or the “Class A-1b Units”),

Class A-1c (“Class A-1c” or the “Class A-1c Units”), Class D-1 (“Class D-1” or the “Class D-1 Units”), Class D-2 (“Class D-2”

or the “Class D-2 Units”), Class F-1 (“Class F-1” or the “Class F-1 Units”), Class F-2 (“Class F-2” or the “Class F-2 Units”),

Class F-3 (“Class F-3” or the “Class F-3 Units”), Class F-4 (“Class F-4” or the “Class F-4 Units”), Class I-1 (“Class I-1” or the

“Class I-1 Units”), Class I-2 (“Class I-2” or the “Class I-2 Units”), Class S-1 (“Class S-1” or the “Class S-1 Units”), Class S-2

(“Class S-2” or the “Class S-2 Units”), and Class X (“Class X” or the “Class X Units”) (each a “Class”).

The investment activities of SP+ INFRA are carried out mainly through the Master Aggregator, a non-consolidated

affiliate of the Partnership. As such, we believe it is important to present information for both the Partnership and the Master

Aggregator in this Quarterly Report on Form 10-Q. The condensed consolidated financial statements of each entity are

presented in “Part I. Item 1. Financial Statements.” See also “Part I. Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations.”

This Quarterly Report on Form 10-Q does not constitute an offer of SP+ INFRA or any Other Stonepeak Accounts.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may contain forward-looking statements, which involve certain known and

unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business

and investment strategies and portfolio management and the performance of our investments. These forward-looking statements

are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,”

“projections,” “plans,” “seeks,” “anticipates,” “will,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,”

“scheduled” and similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are

cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was

made. Potential investors should not rely on these statements as if they were fact.

Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be

important factors that could cause actual outcomes or results to differ materially from those indicated in these statements,

including the factors described elsewhere in this Quarterly Report on Form 10-Q and in “Item 1A. Risk Factors” in the

Quarterly Report on Form 10-Q for the period ended March 31, 2025 and June 30, 2025 and in the Amendment No. 1 to Form

10 Registration Statement (the “Form 10”), filed on January 31, 2025 with the U.S. Securities and Exchange Commission (the

“SEC”), as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the

SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the

other cautionary statements that are included in this Quarterly Report on Form 10-Q and in our other filings and should not be

regarded as a representation by us that our plans and objectives will be achieved. The forward-looking statements apply only as

of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly update or review any forward-

looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

References herein to “expertise” or any party being an “expert” are based solely on the belief of Stonepeak, are intended

only to indicate proficiency as compared to an average person and in no way limit any exculpation provisions or alter any

standard of care applicable to Stonepeak. Additionally, any awards, honors, or other references or rankings referred to herein

with respect to Stonepeak and/or any investment professional are provided solely for informational purposes and are not

intended to be, nor should they be construed or relied upon as, any indication of future performance or other future activity.

Any such awards, honors, or other references or rankings may have been based on subjective criteria and may have been based

on a limited universe of participants, and there are other awards, honors, or other references or rankings given to others and not

received by Stonepeak and/or any investment professional of Stonepeak.

Stonepeak-Plus Infrastructure Fund LP

Condensed Consolidated Statements of Assets and Liabilities (Unaudited)


	As of
	September 30, 2025	December 31, 2024
Assets
Affiliated Investments at fair value (Cost $381,612,118 as of September 30, 2025)	$435,487,334	$—
Cash	—	1,000
Deferred offering costs	797,542	—
Prepaid expenses	109,350	—
Other receivable	47,560	—
Total Assets	$436,441,786	$1,000

Liabilities
Servicing fee payable	$12,718,918	$—
Due to affiliate	$9,740,516	$—
Accrued performance participation allocation	6,829,316	—
Accounts payable and accrued expenses	1,133,065	—
Management fee payable	363,924	—
Other liabilities	152,166
Total Liabilities	30,937,905	—

Commitments and contingencies (See Note 7)

Net Assets	405,503,881	1,000

Net Assets are comprised of
Limited Partnership Unit - Class A-1a Units, unlimited Units authorized, 10,976,328 Units issued and outstanding	305,129,650	—
Limited Partnership Unit - Class A-1b Units, unlimited Units authorized, 1,710,915 Units issued and outstanding	48,488,809	—
Limited Partnership Unit - Class A-1c Units, unlimited Units authorized, 1,163,964 Units issued and outstanding	33,616,801	—
Limited Partnership Unit - Class F-1 Units, unlimited Units authorized, 177,892 Units issued and outstanding	5,137,767	—
Limited Partnership Unit - Class I-1 Units, unlimited Units authorized, 212,641 Units issued and outstanding	6,212,151	—
Limited Partnership Unit - Class X Units, unlimited Units authorized, 230,043 Units issued and outstanding	6,781,695	—
General Partner Interest	—	1,000
Non-Controlling Interests in Consolidated Entities	137,008	—
Total Net Assets	$405,503,881	$1,000

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

* For the period from April 29, 2024 (“Inception”) through September 30, 2024.

Stonepeak-Plus Infrastructure Fund LP

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024*
Income
Dividend income	$47,560	$—	$47,560	$—
Total income	47,560	—	47,560	—
Operating expenses
Organization costs	$123,386	$1,109,437	$3,870,510	$1,680,980
Performance participation allocation	3,086,053	—	6,829,316	—
Professional fees	962,188	—	2,310,054	—
Amortization of offering costs	354,018	—	569,673	—
Management fee, gross	831,808	—	1,060,596	—
Net accretion of interest on servicing fee payable	308,465	—	380,311	—
Other fees	139,443	—	472,464	—
Total operating expenses	5,805,361	1,109,437	15,492,924	1,680,980
Management fee offset	(589,159)	—	(696,672)	—
Net operating expenses	5,216,202	1,109,437	14,796,252	1,680,980
Operating expenses payable by an affiliate of the Investment Advisor (Note 5)	—	(1,109,437)	—	(1,680,980)
Reimbursable expenses previously borne by an affiliate of the Investment Advisor (Note 5)	—	—	2,743,988	—
Net investment income/(loss)	(5,168,642)	—	(17,492,680)	—
Net realized and change in unrealized gain/(loss) on investments
Net realized gain/(loss) on investments	19,760	—	19,760	—
Net change in unrealized gain/(loss) on investments	23,917,080	—	53,723,050	—
Net realized and change in unrealized gain/ (loss) on investments	23,936,840	—	53,742,810	—
Net increase/(decrease) in net assets resulting from operations	18,768,198	—	36,250,130	—
Less: Net increase/(decrease) in net assets resulting from operations attributable to Non-Controlling Interests in Consolidated Entities	30,041	—	37,008	—
Net increase/(decrease) in net assets resulting from operations attributable to Stonepeak-Plus Infrastructure Fund LP	$18,738,157	$—	$36,213,122	$—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Stonepeak-Plus Infrastructure Fund LP

Condensed Consolidated Statements of Changes in Net Assets (Unaudited)


	Three Months Ended September 30, 2025
	Class A-1a	Class A-1b	Class A-1c	Class F-1	Class I-1	Class X	General Partner Interest	Non- Controlling Interests in Consolidated Entities	Total Net Assets/ (Deficit)
Balance at June 30, 2025	$218,918,667	$36,442,063	$31,799,065	$4,859,957	$—	$6,317,331	$—	$106,967	$298,444,050
Net investment income/(loss)	(4,159,838)	(586,518)	(219,447)	(33,540)	(180,500)	12,276	—	(1,075)	(5,168,642)
Proceeds from Units issued	76,023,387	10,000,000	—	—	6,155,000	50,000	—	—	92,228,387
Redemption of Units	(219,760)	—	—	—	—	—	—	—	(219,760)
Servicing fees	(3,476,174)	(240,820)	—	—	—	—	—	—	(3,716,994)
Net realized gain/(loss) on investments	14,980	2,337	1,594	244	290	315	—	—	19,760
Net change in unrealized gain/ (loss) on investments	18,028,388	2,871,747	2,035,589	311,106	237,361	401,773	—	31,116	23,917,080
Balance at September 30, 2025	$305,129,650	$48,488,809	$33,616,801	$5,137,767	$6,212,151	$6,781,695	$—	$137,008	$405,503,881


	Nine Months Ended September 30, 2025
	Class A-1a	Class A-1b	Class A-1c	Class F-1	Class I-1	Class X	General Partner Interest	Non- Controlling Interests in Consolidated Entities	Total Net Assets/ (Deficit)
Balance at December 31, 2024	$—	$—	$—	$—	$—	$—	$1,000	$—	$1,000
Net investment income/(loss)	(13,344,250)	(2,082,405)	(1,496,983)	(228,790)	(180,500)	(158,149)	—	(1,603)	(17,492,680)
Proceeds from Units issued	290,138,437	45,000,000	30,000,000	4,585,000	6,155,000	5,833,681	(1,000)	100,000	381,811,118
Redemption of Units	(219,760)	—	—	—	—	—	—	—	(219,760)
Servicing fees	(11,446,369)	(892,238)	—	—		—	—	—	(12,338,607)
Net realized gain/(loss) on investments	14,980	2,337	1,594	244	290	315	—	—	19,760
Net change in unrealized gain/ (loss) on investments	39,986,612	6,461,115	5,112,190	781,313	237,361	1,105,848	—	38,611	53,723,050
Balance at September 30, 2025	$305,129,650	$48,488,809	$33,616,801	$5,137,767	$6,212,151	$6,781,695	$—	$137,008	$405,503,881

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Stonepeak-Plus Infrastructure Fund LP

Condensed Consolidated Statement of Cash Flows (Unaudited)


		Nine Months Ended September 30, 2025
Operating activities
Net increase/(decrease) in net assets resulting from operations		$36,250,130
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities
Purchases of investments		(381,812,118)
Proceeds from investments		219,760
Net realized gain/(loss) on investments		(19,760)
Net change in unrealized (gain)/loss on Investments		(53,723,050)
Amortization of offering costs		569,673
Net accretion of interest on servicing fee payable		380,311
Changes in assets and liabilities
Other receivable		(47,560)
Increase in offering costs deferred		(1,367,215)
Prepaid expenses		(109,350)
Accounts payable and accrued expenses		1,133,065
Due to affiliate		9,740,516
Accrued performance participation allocation		6,829,316
Management fee payable		363,924
Net cash used in operating activities		$(381,592,358)
Financing activities
Proceeds from Units issued		381,811,118
Distributions to Unitholders		(219,760)
Net cash provided by financing activities		$381,591,358

Cash
Net increase/(decrease) in cash		$(1,000)
Cash, beginning of period		$1,000
Cash, end of period		$—

Supplemental Disclosure of Non-Cash
Financing Activities
Servicing fee payable		$12,338,607

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

1 EMEA is defined as Europe, Middle East and Africa.

2 The Master Aggregator controls and consolidates this entity. Included in this interest is an indirect investment in Stonepeak

Partners Holdings LP and Stonepeak GP Investors Holdings LP.

Stonepeak-Plus Infrastructure Fund LP

Condensed Consolidated Schedule of Investments (Unaudited)

As of September 30, 2025

Name of Investment

Type of

Investment

Industry

Geography

Cost

Fair Value

Fair Value as

a Percentage

of Net Assets

Investments

Other Affiliated

Investments

Other investments

LP Interest

Digital

Infrastructure

EMEA1

$2,500,000

$3,465,268

0.9%

Affiliated Investee Funds

Stonepeak-Plus

Infrastructure Fund

Master Aggregator LP

LP Interest

Various

378,282,813

431,020,993

106.3%

Stonepeak-Plus

Infrastructure Fund

Aggregator I LP2

LP Interest

Various

Americas

829,305

848,907

0.2%

Total Affiliated

Investments

$381,612,118

$435,335,168

107.4%

Total Investments

$381,612,118

$435,335,168

107.4%

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization

Stonepeak-Plus Infrastructure Fund LP (the “Partnership”) is a Delaware limited partnership which was formed on

April 29, 2024. The Partnership is governed by its Amended and Restated Limited Partnership Agreement dated as of May 2,

2025 (as amended, restated and/or supplemented from time to time, the “Partnership Agreement”). The Partnership was initially

formed under the name “Stonepeak Access Fund LP” and has changed its name pursuant to an amendment to the certificate of

limited partnership of the Partnership, as filed in Delaware on October 15, 2024, to “Stonepeak-Plus Infrastructure Fund LP”.

The Partnership is a private fund exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as

amended (the “1940 Act”). Stonepeak-Plus Infrastructure Fund Advisors LLC (the “Investment Advisor”) is the investment

advisor of the Partnership. The Investment Advisor is a registered investment advisor with the U.S. Securities and Exchange

Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”) by virtue of being a relying adviser

of one of its affiliates.

Stonepeak-Plus Infrastructure Fund (TE) LP (the “Feeder Fund”), a Delaware limited partnership, is a feeder vehicle for

the Partnership. The Feeder Fund intends to invest all or substantially all of its assets in the Partnership. The Feeder Fund was

established for certain investors with particular tax characteristics, such as tax-exempt investors and certain non-U.S. investors.

Stonepeak-Plus Infrastructure Fund Associates LP (the “General Partner”) may create one or more parallel vehicles established

by, or at the direction of, the General Partner or any Affiliate thereof to invest alongside the Partnership in Stonepeak-Plus

Infrastructure Fund Master Aggregator LP (the “Master Aggregator”), a Cayman Islands exempted limited partnership, or any

other Intermediate Entity (collectively, “Parallel Funds”) to accommodate legal, tax, regulatory, compliance, or certain other

operational requirements which will generally co-invest (either directly or indirectly) in its investments with the Partnership on

a pro rata basis. The General Partner may, in its sole discretion, cause the Partnership to hold certain investments directly or

indirectly through (i) one or more corporations or (ii) one or more limited liability companies or limited partnerships or other

similar entities (each, a “Lower Fund” and together with any corporation, and including Stonepeak-Plus Infrastructure Fund

Aggregator I LP, the Master Aggregator and any other vehicle(s) used to aggregate the holdings of the Fund and any Parallel

Funds, “Intermediate Entities”). Overall responsibility for the Partnership’s oversight rests with the General Partner, subject to

certain oversight rights held by the Partnership’s Board of Directors (the “Board of Directors” or “Board”).

Investment operations commenced on May 2, 2025 (the “Initial Closing Date”) when the Partnership sold unregistered

limited partnership units to third parties and commenced its investment activities.

The Partnership’s investment objective is to deliver total returns, with a focus on capital appreciation and generating

current income through its investments. The Partnership seeks to achieve this investment objective by providing access to the

talent and investment capabilities of the investment program designed to offer eligible individuals access to Stonepeak’s

infrastructure platform (the “Stonepeak Platform”) to create a portfolio of diversified alternative infrastructure and

infrastructure-related investments primarily in, or alongside, other investment vehicles managed by the Investment Advisor or

affiliated investment advisors.

The Partnership entered into a services agreement with SS&C Technologies, Inc. and SS&C GIDS, Inc. (collectively, the

“Administrator”), under which the Administrator provides various accounting and administrative services to the Partnership.

Administrative services may include maintenance of the Partnership’s books and records, processing of investor transactions,

and calculation of the net asset value (the “NAV”). Administrative services commenced on the Initial Closing Date and are

charged at both the Partnership and Master Aggregator. For both the three and nine months ended September 30, 2025, the

Partnership incurred an Administration Fee of $17,502.

The Partnership expects to conduct a continuous private offering (the “Private Offering”) of its units in reliance on

exemptions from the registration requirements of the Securities Act of 1933 (as amended, the “Securities Act”) to investors that

are both (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) qualified purchasers (as defined

in the 1940 Act and rules thereunder). The Partnership is structured as a perpetual-life strategy, with monthly, fully funded

subscriptions and periodic repurchase offers, which enables investors to gain exposure to private markets asset classes, such as

infrastructure and real assets.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Partnership’s condensed consolidated financial statements have been prepared in accordance with generally accepted

accounting principles in the United States of America (“U.S. GAAP”). The Partnership’s condensed consolidated financial

statements and related financial information have been prepared pursuant to the requirements of Regulation S-X. The

Condensed Consolidated Statements of Assets and Liabilities as of December 31, 2024 was derived from the audited annual

financial statements. The condensed consolidated financial statements as of and for the period ended September 30, 2025,

including these notes, are unaudited. Management believes it has made all necessary adjustments (consisting of only normal

recurring items) so that the condensed consolidated financial statements are fairly stated and that estimates made in preparing

its condensed consolidated financial statements are reasonable and prudent. The Partnership is considered an investment

company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. The functional

currency of the Partnership is U.S. dollars and these condensed consolidated financial statements have been prepared in that

currency. Certain reclassifications of prior period’s amounts have been made to conform to the current period presentation.

Such reclassifications had no effect on Net increase/(decrease) in net assets resulting from operations on the Condensed

Consolidated Statements of Operations.

Principles of Consolidation

In accordance with ASC Topic 946, the Partnership generally does not consolidate investments unless the Partnership

has a controlling financial interest in an investment company or operating company whose business consists of providing

services to the Partnership. A controlling financial interest is defined as (a) the power to direct the activities of the investment

company that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity

or the right to receive benefits from the entity that could potentially be significant to the investment company. The General

Partner determines whether the Partnership has a controlling financial interest in an investment company at such company’s

inception and continuously reconsiders that conclusion. For wholly owned and substantially wholly owned interests in

investment companies, the General Partner assesses the nature of the investment structure and considers its interests in and

governance rights over the investment company to determine whether the Partnership holds a controlling financial interest.

Performance of that analysis requires the exercise of judgment.

The Partnership has a controlling financial interest in Stonepeak-Plus Infrastructure Fund Lower Fund VI-A LP (“Lower

Fund VI-A”) which wholly owns Stonepeak-Plus Infrastructure Fund Holdco A (CYM) LLC (“Holdco A,” collectively with

Lower Fund VI-A, the “Consolidated Entities”), and as a result these entities are consolidated for reporting purposes. All

intercompany balances have been eliminated in consolidation.

The Partnership does not have a controlling financial interest in and, as a result, does not consolidate the Master

Aggregator, nor any other reporting entities within SP+ INFRA (defined as the Fund, together with any Parallel Funds, any

Feeder Funds, the Aggregators, the Lower Funds and any other Intermediate Entities, collectively) except for the entities noted

above, because (a) the General Partner is not acting solely on behalf of the Partnership as it carries out its duties and (b) the

Partnership does not absorb essentially all of the Master Aggregator’s variability. At each reporting date, the General Partner

assesses whether the Partnership has a controlling financial interest in the Master Aggregator or any other reporting entities

within SP+ INFRA, and any associated consolidation implications.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the

Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of

increases and decreases in net assets from operations during the reporting period. Actual results could differ from those

estimates and such differences could be material.

Valuation of Investments at Fair Value

The Partnership has indirect exposure to gains and losses on underlying investments because it invests in the

Intermediate Entities which, in turn, hold such underlying investments through the Intermediate Entities’ subsidiaries.

Valuations of investments held by the Intermediate Entities are disclosed in the notes to the Master Aggregator’s condensed

consolidated financial statements included in this report. For information regarding net realized and change in unrealized gains

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

and losses on such investments held indirectly by the Partnership, see the Master Aggregator’s condensed consolidated

financial statements attached to this condensed consolidated financial statement included in this report.

The Partnership measures its investment in the Intermediate Entities at fair value using the net asset value of the

Intermediate Entities. The net asset value of the Intermediate Entities is considered a practical expedient that represents fair

value as (a) the investment does not have a readily determinable fair value because the Intermediate Entities’ net asset value is

not published or the basis for current transactions, (b) the Intermediate Entities are investment companies and (c) the net asset

value of the Intermediate Entities are calculated in a manner in which all of its investments are reported at fair value as of the

measurement date. Changes in the fair value of the Partnership’s investment in the Intermediate Entities are presented within

net change in unrealized gain (loss) on investments in the Condensed Consolidated Statements of Operations.

ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which

prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price

observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment,

and the state of the marketplace. Investments with readily available, actively quoted prices, or for which fair value can be

measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of

judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

•Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The

type of investments included in Level I are publicly traded securities in an active market. The Master Aggregator does

not adjust the quoted price for these investments (to the extent it holds them) even in situations where the Master

Aggregator holds a large position and a sale could reasonably impact the quoted price.

•Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly

observable as of the reporting date, and fair value is determined through the use of models or other valuation

methodologies. The types of investments that would generally be included in this category include publicly traded

securities with restrictions on disposition, certain convertible securities and certain over-the-counter derivatives where

the fair value is based on observable inputs.

•Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity

for the investment. Fair value for these investments is determined using valuation methodologies that consider a range

of factors, including, but not limited to, the price at which the investment was acquired, the nature of the investment,

local market conditions, valuations for comparable companies, current and projected operating performance and

financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value

require significant judgment. Due to the inherent uncertainty of these estimates, these values may differ materially

from the values that would have been used had a ready market for these investments existed. Investments that are

included in this category generally are privately held debt, equity and certain convertible securities.

In certain cases the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such

cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair

value measurement. The Investment Advisor’s assessment of the significance of a particular input to the fair value measurement

in its entirety requires judgment, and considers factors specific to the investment.

Cash

Cash consists of a demand deposit held with a nationally recognized financial institution, which at times may exceed

federally insured limits.

Income Recognition

The Partnership recognizes interest income from its affiliated investments when earned pursuant to the terms of the

respective investment. The Partnership recognizes dividend income from investments when earned. In the case of proceeds

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

received from investments, the General Partner determines the character of such proceeds and records any interest income,

dividend income, realized gain or loss, or return of capital accordingly.

Organization Expenses

Organization expenses include, among other things, the cost of incorporating the Partnership and the cost of legal

services and other fees pertaining to the Partnership’s organization. These costs are expensed as incurred. For the three and nine

months ended September 30, 2024, the Partnership incurred organization expenses of $1,109,437 and $1,680,980, respectively.

For the three and nine months ended September 30, 2025, the Partnership incurred organization expenses of $123,386 and

$3,870,510, respectively, which have been recorded as an expense on the Condensed Consolidated Statements of Operations.

As of September 30, 2025, organization expenses amounting to $3,863,506 and $7,004 are included within Due to affiliate and

Accounts payable and accrued expenses, respectively, in the condensed consolidated statements of assets and liabilities.

Offering Costs

Offering costs include registration fees and legal fees regarding the preparation of the initial registration statement and

costs in connection with the continuous offering of Units of the Partnership. Offering costs are recognized as a deferred charge

and are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations. The

Partnership did not incur offering costs for both the three and nine months ended September 30, 2024. For the three and nine

months ended September 30, 2025, the Partnership recognized amortization of offering costs in the amount of $354,018 and

$569,673, respectively. As of September 30, 2025, offering costs amounting to $543,110, $797,542, and $26,563 are included

within Due to affiliate, Deferred offering costs, and Accounts payable and accrued expenses, respectively, in the condensed

consolidated statements of assets and liabilities.

Professional Fees

Professional fees include but are not limited to administrative, audit, tax, and legal fees that do not fall under offering

costs. For the three and nine months ended September 30, 2025, the Partnership incurred professional fees of $962,188 and

$2,310,054, respectively. As of September 30, 2025, total professional fees of $1,329,388 and $980,666 are included within

Due to affiliate and Accounts payable and accrued expenses, respectively, in the condensed consolidated statements of assets

and liabilities.

Income Taxes

The Partnership is treated as a partnership for U.S. federal and state income tax purposes, is not directly subject to U.S.

federal income taxes, and is generally not directly subject to U.S. state income taxes. The Partnership is subject to the

provisions of the Accounting Standard Codification (“ASC”) Topic 740-10 “Accounting for Uncertainty in Income Taxes”.

This standard establishes consistent thresholds as it relates to accounting for income taxes. It defines the threshold for

recognizing the benefits of tax-return positions in the condensed consolidated financial statements as “more-likely-than-not” to

be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion,

based on the largest benefit that is more than 50 percent likely to be realized. The General Partner has analyzed the

Partnership’s inventory of tax positions taken with respect to all applicable income tax issues for all open tax years (in each

respective jurisdiction), and has concluded that there were no uncertain tax positions that require a provision for income tax in

the Partnership’s condensed consolidated financial statements for the three and nine months ended September 30, 2025. Interest

and penalties assessed by the tax authorities would be recognized as expenses in the period in which they were incurred and are

presented as other expenses in the condensed consolidated statement of operations. For the three and nine months ended

September 30, 2025, there were no income tax expenses and no interest and penalties were incurred.

As of September 30, 2025, the tax years that remain subject to examination by the major tax jurisdictions under the

statute of limitations are from inception forward.

Dividends, as well as certain interest and other income received by the Partnership from sources within the U.S., may be

subject to, and reflected gross of, U.S. withholding tax. Interest, dividends and other income realized by the Partnership from

non-U.S. sources and capital gains realized on the sale of non-U.S. investments may be subject to withholding and other taxes

levied by the jurisdiction in which the income is sourced. Amounts withheld for the payment of U.S. or foreign withholding tax

are treated as if such amounts were realized and recognized by the Partnership and distributed to the partners.

No provisions have been made in the accompanying condensed consolidated financial statements for federal, state and

local income taxes since such liabilities are the responsibility of the individual partners.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Segment Reporting

The Partnership operates through a single reportable segment. The chief operating decision maker (the “CODM”) is the

Chief Executive Officer of the Partnership. The CODM assesses the performance of, allocates resources to and makes operating

decisions for the Partnership primarily based on the Partnership’s Net Increase in Net Assets Resulting from Operations.

Reportable segment assets are reflected on the accompanying Condensed Consolidated Statements of Assets and Liabilities as

Total Assets and reportable segment significant expenses that are regularly provided to the CODM are listed on the

accompanying Condensed Consolidated Statements of Operations.

New Accounting Standards

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement – Reporting

Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses (“ASU

2024-03”). ASU 2024-03 will require more detailed information about the types of expenses in commonly presented income

statement captions such as “Cost of sales” and “Selling, general and administrative expenses.” The new guidance is effective

for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,

2027 with early adoption permitted. The Partnership is currently evaluating the impact that this change will have on the

Partnership's condensed consolidated financial statements.

Note 3. Investment in the Master Aggregator

The Partnership recognizes dividend income when earned at the time of receipt of proceeds from the Master Aggregator.

The Partnership has an interest of 64.4% and 0% in the Master Aggregator as of September 30, 2025 and December 31, 2024,

respectively. The remaining interest in the Master Aggregator is held by Stonepeak-Plus Infrastructure Master Fund SCSp-

RAIF and the General Partner. The Partnership’s interest in the Master Aggregator may result in the Partnership indirectly

holding investments of the Master Aggregator that, on a proportional basis, at times may exceed 5% of the net assets of the

Partnership. For a listing of investments that may proportionally exceed 5% of the Partnership’s net assets, see the Master

Aggregator’s Condensed Consolidated Schedule of Investments included following these condensed consolidated financial

statements.

Note 4. Investments and Fair Value Measurement

The following table summarizes the valuation of investments by the fair value hierarchy levels as of September 30, 2025:


	As of September 30, 2025
	Level I	Level II	Level III	NAV	Total
Assets
Cash	$—	$—	$—	$—	$—
Total cash	—	—	—	—	—
Investments
Affiliated Investee Funds	—	—	—	431,869,900	431,869,900
Total investments	—	—	—	431,869,900	431,869,900
Other Affiliated Investments
Other Investments	—	—	3,465,268	—	3,465,268
Total other affiliated investments	—	—	3,465,268	—	3,465,268
Total Cash and Investments	$—	$—	$3,465,268	$431,869,900	$435,335,168

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes the quantitative inputs and assumptions used for valuation of investments categorized in

Level III of the fair value hierarchy as of September 30, 2025:

Fair Value

Valuation

techniques

Unobservable

Input

Ranges

Weighted-

average

Impact to

valuation from

an increase in

input

Financial Assets

Other Affiliated Investments

Other Investments

$3,465,268

Discounted

Cash Flows

Discount rate

15%

Lower

LQA EBITDA

Exit Multiple

18.0x

Higher

Total Other Affiliated

Investments

$3,465,268

•LQA EBITDA Exit Multiple represents EBITDA for the last quarter annualized from exit date.

For the three and nine months ended September 30, 2025, the following table presents changes in the fair value of

investments for which Level III inputs were used to determine the fair value:


	Level III Financial Assets at Fair Value
	Three Months Ended September 30, 2025	Nine Months Ended September 30, 2025
	Other Affiliated Investments	Other Affiliated Investments
Balance, beginning of period	$3,514,174	$—
Purchases	—	2,500,000
Change in unrealized gain/(loss) included in net assets	(48,906)	965,268
Balance, end of period	$3,465,268	$3,465,268

Changes in unrealized gain (loss) included in earnings related to financial assets still held at reporting date	$(48,906)	$965,268

NAV as a Practical Expedient

The affiliated investee funds were formed with the objectives of acquiring, holding, and disposing of investments.

The following table summarizes investments that estimate the fair value of an investment using NAV as a practical

expedient as of September 30, 2025:


Affiliated Investee Funds	Unfunded Commitment	Fair Value
Stonepeak-Plus Infrastructure Fund Master Aggregator LP	$—	$431,020,993
Stonepeak-Plus Infrastructure Fund Aggregator I LP	$—	$848,907
Total Affiliated Investee Funds	$—	$431,869,900

Note 5. Related Party Transactions

Due to Affiliate

The Partnership's operating expenses are paid either by the Partnership or by the Investment Advisor or its related

affiliates. As of September 30, 2025, an affiliate of the Investment Advisor has advanced total costs of $9,740,516 all of which

are subject to recoupment by the affiliate of the Investment Advisor and have been recorded in the condensed consolidated

statements of assets and liabilities within Due to affiliate.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment Advisory Agreement

The Partnership has entered into an investment advisory agreement with the Investment Advisor (the “Investment

Advisory Agreement”). The Investment Advisor provides investment advisory services to the Partnership pursuant to the

Investment Advisory Agreement. Under the terms of the Investment Advisory Agreement, the Investment Advisor is

responsible for monitoring and evaluating the Partnership’s Investments, originating and recommending investment

opportunities that are consistent with the investment objective and strategy of the Partnership, among other responsibilities.

Management Fee

In consideration for its investment management services, the Investment Advisor is entitled to receive a management fee

(the “Management Fee”) with respect to each Class of Units payable by the Partnership directly or indirectly through an

Intermediate Entity equal to the product of (x) the Applicable Management Fee Percentage (as specified in the table below)

with respect to such Class of Units and (y) the month-end Net Asset Value attributable to such Class of Units, payable monthly

in arrears, before giving effect to any accruals for the Management Fee, the Servicing Fee, the Performance Participation

Allocation, Unit repurchases (and pending repurchases), any distributions and without taking into account accrued and unpaid

taxes of any Intermediate Entity through which the Partnership indirectly invests in an Investment (or any comparable entities

of other investment vehicles managed by the Investment Advisor or its Affiliates in which the Partnership directly or indirectly

participates) or taxes paid by any such entity during the applicable month. The Partnership, the Feeder Fund and any Parallel

Fund will each be obligated to pay its proportional share of the Management Fee with respect to each Class of Units.


Class		Applicable Management Fee Percentage
Class A-1a		0.875% per annum
Class A-1b		0.875% per annum
Class A-1c		0.875% per annum
Class D-1		1.0% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class D-2		1.25% per annum
Class F-1		0.875% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class F-2		0.75% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class F-3		0.625% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class F-4		0.875% per annum
Class I-1		1.0% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class I-2		1.25% per annum
Class S-1		1.0% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class S-2		1.25% per annum
Class X		—% per annum

The Investment Advisor may elect to receive the Management Fee in cash, Units in the respective Class and/or shares,

interests or Units of Intermediate Entities. If the Management Fee is paid in Units, such Units may be repurchased by the

Partnership at NAV at the Investment Advisor’s request and will not be subject to the volume limitations of the Unit

Repurchase Program (as defined below) or the early repurchase deduction of the Unit Repurchase Program.

Each Management Fee payment will, as determined in the General Partner’s sole discretion, either (i) result in a

reduction of NAV of the applicable Class of Units to which such payment relates or (ii) result in a reduction in Units held by

Unitholders of the applicable Class and the Partnership will make a payment in the form of cash or Units of an equivalent

amount to the Investment Advisor, which, in the case of a cash payment, may be invested or reinvested, as applicable, by the

Investment Advisor in whole or in part in Units and/or shares, interests or Units of Intermediate Entities.

Class X Units are not subject to the Management Fee.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Management Fee payable by the Partnership with respect to each Class of Units shall be reduced by an amount (the

“Reduction Amount”) equal to 100% of the Partnership’s pro rata share of any fees earned by the Investment Advisor and its

Affiliates in connection with Investments and from the Partnership’s unconsummated transactions (“Other Fees”) allocable to

the Units in such Class (net of reasonable out-of-pocket expenses incurred by the Investment Advisor or its Affiliates (and not

otherwise reimbursed) during the immediately preceding monthly period in connection with the transaction out of which such

fees arose (but shall not be net of all other direct or administrative costs allocable to such fees), it being understood that the

Investment Advisor or its Affiliates may seek to have all such reasonable out-of-pocket expenses and costs reimbursed or paid

by the Partnership in respect of which such expenses and costs are generated (which shall not be considered a fee for purposes

of calculating the Reduction Amount)). In the event the Investment Advisor and its Affiliates have paid any fees, costs and

expenses incurred in connection with a proposed Investment that is not actually made or a proposed disposition which is not

actually consummated (“Broken Deal Expenses”) allocable to Units in a relevant Class in lieu of having them paid by the

Partnership, then the Reduction Amount with respect to such Class for such monthly period will be decreased by the amount of

such Broken Deal Expenses then or previously paid by the Investment Advisor and its Affiliates with respect to such Class to

the extent that such Broken Deal Expenses have not already been applied against the Reduction Amount. The Reduction

Amount with respect to any Class for each monthly period shall be applied to reduce the Management Fee payable with respect

to such Class for such monthly period (but not to an amount below zero) and to the extent not so applied shall be carried

forward for application against future installments of the Management Fee with respect to such Class until such Reduction

Amount is fully utilized in reducing the Management Fee with respect to such Class. To the extent such excess Reduction

Amount remains unapplied with respect to any Class upon either (i) the repurchase (or withdrawal) of all Units in such Class or

(ii) the Partnership’s final distribution of assets, the Investment Advisor or an Affiliate thereof shall retain such unapplied

amount.

During the three and nine months ended September 30, 2025, the Partnership accrued gross Management Fees of

$831,808 and $1,060,596, respectively. For the three and nine months ended September 30, 2025, the Management Fee is net of

$589,159 and $696,672, respectively, in management fee offset (the “Management Fee Offset”), which consists of transaction

fees payable to an affiliate of the Partnership. For the three and nine months ended September 30, 2025, net Management Fees

were $242,649 and $363,924, respectively.

Partnership Agreement

The Partnership has entered into the Partnership Agreement with the General Partner. Under the terms of the Partnership

Agreement, overall responsibility for the Partnership’s oversight rests with the General Partner, subject to certain oversight

rights held by the Board of Directors.

Servicing Fee

Each of the Class A-1a Units, Class A-1b Units, Class D-1 Units, Class D-2 Units, Class S-1 Units, and Class S-2 Units

bear a monthly servicing fee (the “Servicing Fee”), in an amount equal (on an annualized basis) to 0.50% with respect to Class

A-1a Units, 0.25% with respect to Class A-1b Units, Class D-1 Units and Class D-2 Units, and 0.85% with respect to Class S-1

Units and Class S-2 Units, of the NAV of such Class A-1a Units, Class A-1b Units, Class D-1 Units, Class D-2 Units, Class S-1

Units and Class S-2 Units, as applicable, of each month. The Servicing Fee is calculated based on NAV as of the end of each

month before giving effect to any accruals for the Servicing Fee, repurchases, if any, for the applicable month and distributions

payable on such Units. For the avoidance of doubt, the Servicing Fees are payable by the Partnership, and Unitholders are not

billed separately for payment of the fees.

The Investment Advisor remits payment of the ongoing Servicing Fees on behalf of the Partnership and is reimbursed by

the Partnership for such payments.

The Servicing Fee is allocated to a Unitholder’s financial intermediary through which such Unitholder was placed in the

Partnership. Any amounts allocated in accordance with the foregoing sentence will compensate such financial intermediary for

reporting, administrative and other services provided to a Unitholder by such financial intermediary. The receipt of the

Servicing Fee by a Unitholder’s financial intermediary will result in a conflict of interest. The Partnership accrues the cost of

the servicing fees over the estimated life of the Units, at present value at the time the Units are sold. Interest expense is accrued

over the estimated life of the Units and recorded in the condensed consolidated statement of operations as accretion of interest

on servicing fee payable. For the three and nine months ended September 30, 2025, the net accretion of interest on servicing fee

payable was $308,465 and $380,311, respectively, and as of September 30, 2025, the Servicing Fee Payable was $12,718,918.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Performance Participation Allocation

The General Partner or any other entity so designated by the General Partner (the “Recipient”) will be entitled to an

allocation or distribution (the “Performance Participation Allocation”) by the Partnership (directly or indirectly through an

Intermediate Entity), (i) with respect to the first Reference Period (as defined below), promptly following the end of the year

(which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter

thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to:

•First, if the Total Return (as defined below) for the applicable period exceeds the sum of (i) the Hurdle Amount (as

defined below) for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of

such Excess Profits until the total amount allocated to the Recipient equals 12.5% of the sum of (x) the Hurdle Amount

for that period and (y) any amount allocated to the Recipient pursuant to this clause; and;

•Second, to the extent there are remaining Excess Profits, 12.5% of such remaining excess profits.

“Total Return” for any period since the end of the prior Reference Period shall equal the sum of:

(i)all distributions accrued or paid (without duplication) on the interests of the Master Aggregator or other Intermediate

Entity(ies) outstanding at the end of such period since the beginning of such Reference Period plus

(ii)the change in aggregate NAV of such interests of the Master Aggregator and other Intermediate Entity(ies) since the

beginning of such Reference Period, before giving effect to (x) changes resulting solely from the proceeds of issuance of

interests, (y) any allocation/accrual to the Performance Participation Allocation and (z) applicable Servicing Fees; provided,

that the aggregate NAV of such interests of the Lower Funds shall be calculated without taking into account any accrued and

unpaid taxes of any Intermediate Entity (or the receipts of such Intermediate Entity) through which the Partnership indirectly

invests in an investment or any comparable entities of any Other Stonepeak Account, or taxes paid by any such entity since the

end of the prior Reference Period minus

(iii)all Partnership Expenses of SP+ INFRA (to the extent not already reflected in clause (ii)) but excluding Servicing

Fees.

For the avoidance of doubt, the calculation of Total Return will (A) include any appreciation or depreciation in the NAV

of Units issued during the then-current Reference Period, (B) treat certain taxes incurred (directly or indirectly) by the

Partnership which relate to a Unitholder as part of the distributions accrued or paid on Units and (C) exclude the proceeds from

the initial issuance of such Units, where applicable, and any impact to Total Return solely caused by currency fluctuations and /

or currency hedging activities and costs.

“Hurdle Amount” for any period during a Reference Period means that amount that results in a 5% annualized internal

rate of return on the NAV of interests of the Master Aggregator or other Intermediate Entity(ies) outstanding at the beginning of

the then-current Reference Period and all interests of the Master Aggregator or other Intermediate Entity(ies) issued since the

beginning of the then-current Reference Period, calculated in accordance with recognized industry practices and taking into

account: (i) the timing and amount of all distributions accrued or paid (without duplication) on all such interests; and (ii) all

issuances of interests over the period. The ending NAV of interests of the Master Aggregator or other Intermediate Entity(ies)

used in calculating internal rate of return will be calculated before giving effect to any allocation/accrual to the Performance

Participation Allocation and applicable Servicing Fees and without taking into account any accrued and unpaid taxes of any

Intermediate Entity (or the receipts of such Intermediate Entity) through which the Partnership indirectly invests in an

Investment or any comparable entities of any Other Stonepeak Account, or taxes paid by any such Intermediate Entity since the

end of the prior Reference Period. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude

any Units repurchased during such period, which Units will be subject to the Performance Participation Allocation upon

repurchase as described above.

“Reference Period” means each calendar year ending December 31 save that (1) the first Reference Period shall

commence on the Initial Closing Date and end on December 31, 2025; and (2) the final Reference Period shall commence on

January 1 in the relevant calendar year and end on the date of dissolution or liquidation of the Partnership.

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any

negative annual Total Return and decrease by any positive annual Total Return; provided, that the Loss Carryforward Amount

shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the

Total Return related to any Units repurchased during the applicable Reference Period, which Units will be subject to the

Performance Participation Allocation upon repurchase as described above. The effect of the Loss Carryforward Amount is that

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of

the Performance Participation Allocation. This is referred to as a high water mark.

The Recipient will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in

connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of

the Reference Period for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the

amount of any such Performance Participation Allocation.

The Recipient may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any

Parallel Fund and/or shares, Units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be

repurchased at the Recipient’s request and will be subject to the volume limitations of the Partnership’s Unit Repurchase

Program but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, the Feeder Fund and

Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation

with respect to any Class (as defined below) based on its proportional interest in the Lower Funds or other relevant Intermediate

Entities.

For the three and nine months ended September 30, 2025, the Partnership accrued $3,086,053 and $6,829,316 of

Performance Participation Allocation, respectively.

Unit Repurchase Program

The Partnership has implemented a Unit repurchase program (the “Unit Repurchase Program”) in which it intends to

periodically offer to repurchase up to 5% of Units outstanding (either by number of Units or aggregate NAV). Unit Repurchase

offers are expected to commence in the quarter following the quarter of the Initial Closing Date. Under the Unit Repurchase

Program, to the extent the Partnership offers to repurchase Units in any particular quarter, the Partnership expects to repurchase

Units pursuant to quarterly tender offers using a purchase price equal to the NAV per unit as of a date specified in the

repurchase offer.

In recognition of SP Investors’ (as defined below) supporting the Partnership’s initial and potential future acquisitions,

the Partnership’s Board of Directors has adopted an arrangement to repurchase any Class X Units acquired by SP Investors. On

the last calendar day of each month, the Partnership expects to offer to repurchase Class X Units of the Partnership from SP

Investors having an aggregate NAV (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions

for Units in the offering of the Partnership’s Units that month (which subscriptions will be accepted on or after the first calendar

day of the following month) less (ii) the aggregate repurchase amount (excluding any amount of the aggregate repurchase price

paid using Excess Operating Cash Flow) of Units repurchased by the Partnership during such month pursuant to the

Partnership’s Unit Repurchase Program. In addition to the Monthly Repurchase Amount for the applicable month, the

Partnership will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased.

The price per Class X Unit for repurchases from SP Investors will be the transaction price in effect for the Class X Units at the

time of repurchase. This Unit repurchase arrangement is not subject to any time limit and will continue until the Partnership has

repurchased all of SP Investors’ Class X Units. Other than the Monthly Repurchase Amount limitation, the Unit repurchase

arrangement for SP Investors is not subject to the repurchase limitations in the Partnership’s Unit Repurchase Program. As of

September 30, 2025 and December 31, 2024, no Class X Units are held by the SP Investors.

“Excess Operating Cash Flow” means, for any given quarter, the Partnership’s net cash provided by operating activities,

if any, less any amount of such cash used, or designated for use, to pay distributions to Unitholders.

“SP Investors” refers collectively to Stonepeak Partners LP and its subsidiaries and affiliated entities.

Notwithstanding the foregoing, no repurchase offer will be made to SP Investors during any month in which (1) the 5%

quarterly repurchase limitation of the Partnership’s Unit Repurchase Program has been decreased or (2) the full amount of all

Units requested to be repurchased under the Partnership’s Unit Repurchase Program is not repurchased. Additionally, the

Partnership may elect not to offer to repurchase Units from SP Investors, or may offer to purchase less than the Monthly

Repurchase Amount, if, in the Partnership’s judgment, the Partnership determines that offering to repurchase the full Monthly

Repurchase Amount would place an undue burden on the Partnership’s liquidity, adversely affect the Partnership’s operations

or risk having an adverse impact on the Partnership as a whole. Further, the General Partner may modify, suspend or terminate

this Unit repurchase arrangement if it deems such action to be in the Partnership’s best interests and the best interests of the

Partnership’s Unitholders. SP Investors will not request that its Class X Units be repurchased under the Partnership’s Unit

Repurchase Program. The repurchase price is calculated based on the NAV.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Reimbursable Expenses Previously Borne by An Affiliate of the Investment Advisor

During the three and nine months ended September 30, 2024, an affiliate of the Investment Advisor had advanced

organizational costs and professional fees of $1,109,437 and $1,680,980, respectively. For the nine months ended September

30, 2025, the Partnership determined it was probable that they would commence operations and had in fact commenced

operations thus incurring these previously advanced costs for a total of $2,743,988.

Acquisition of Certain Affiliated Investments

For both the three and nine months ended September 30, 2025, the Partnership purchased investments from an affiliate of

the Investment Advisor, at a discount to fair market value in exchange for a total cash consideration of $2,500,000, as governed

by the executed purchase and contribution agreements. From time to time the Partnership may acquire additional investments

from its affiliates.

Note 6. Net Assets

The Partnership, at the discretion of the General Partner, has the authority to issue an unlimited number of Units of each

Unit Class (as defined below).

The Partnership offers fourteen classes of limited partnership units (the “Units”): Class A-1a, Class A-1b, Class A-1c,

Class D-1, Class D-2, Class F-1, Class F-2, Class F-3, Class F-4, Class I-1, Class I-2, Class S-1, Class S-2 and Class X (each a

“Unit Class” or a “Class”). The purchase price per Unit of each Class is equal to the transactional NAV per Unit (i.e., the price

at which transactions in the Partnership’s Units are made) for such Class as of the last calendar day of the immediately

preceding month. Before the Partnership had determined its first transactional NAV, the subscription price for Units was $25.00

per Unit plus applicable Subscription Fees. The Partnership will only accept subscriptions as of the first calendar day of each

month (a “Subscription Date”), unless the General Partner determines otherwise. There are variations between these Unit

Classes including Subscription Fees, Servicing Fees, Management Fees and minimum investment limits.

On December 31, 2024, the General Partner invested $1,000 for no Units as its initial capital. As of September 30, 2025

and December 31, 2024, there were 14,471,783 Units and no Units outstanding, respectively.

The following tables present transactions in the Units during the three and nine months ended September 30, 2025:


	Class-A-1a	Class-A-1b	Class-A-1c	Class-F-1	Class-I-1	Class-X	Total
Units Outstanding as of June 30, 2025	8,307,405	1,357,958	1,163,964	177,892	—	228,304	11,235,523
Units issued during the period	2,676,683	352,957	—	—	212,641	1,739	3,244,020
Redemption of Units	(7,760)	—	—	—	—	—	(7,760)
Units Outstanding as of September 30, 2025	10,976,328	1,710,915	1,163,964	177,892	212,641	230,043	14,471,783


	Class-A-1a	Class-A-1b	Class-A-1c	Class-F-1	Class-I-1	Class-X	Total
Units Outstanding as of December 31, 2024	—	—	—	—	—	—	—
Units issued during the period	10,984,088	1,710,915	1,163,964	177,892	212,641	230,043	14,479,543
Redemption of Units	(7,760)	—	—	—	—	—	(7,760)
Units Outstanding as of September 30, 2025	10,976,328	1,710,915	1,163,964	177,892	212,641	230,043	14,471,783

Unless specific to a class, income and expenses are allocated proportionate to the class's share of the Net Asset Value.

For the three and nine months ended September 30, 2025, the net investment income also includes a reallocation of Partnership

expenses from the General Partner.

Note 7. Commitments and Contingencies

The Investment Advisor may, in its discretion, advance all or a portion of the Partnership Expenses (excluding

organizational and offering expenses) to be borne by the Partnership and the appropriately apportioned expenses relating to the

Partnership’s portfolio companies, the Feeder Fund, Parallel Partnerships and/or Intermediate Entities to the extent not paid by

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

such portfolio companies, the Feeder Fund, Parallel Partnerships and/or Intermediate Entities, in each case as determined

pursuant to the terms of the Partnership Agreement (collectively, “Initial Partnership Expenses Support”) through the first

anniversary of the Initial Closing Date. The Partnership will reimburse the Investment Advisor for such advanced Initial

Partnership Expenses Support each month by no later than the date that is sixty (60) months after the first anniversary of the

Initial Closing Date, unless, upon request by the Investment Advisor, the Board agrees for the Partnership to reimburse the

Investment Advisor non-ratably for any month. The Investment Advisor will determine the portion of Initial Partnership

Expenses Support that is attributable to the Partnership or any portfolio entity, Feeder Fund, Parallel Partnership and/or

Intermediate Entity in its sole discretion.

The Investment Advisor will advance all of the Partnership’s organizational and offering expenses on the Partnership’s

behalf (other than Subscription Fees and Servicing Fees) through the first anniversary of Initial Closing Date. The Partnership

will reimburse the Investment Advisor for such advanced expenses each month ratably over the sixty (60) months following the

first anniversary of the Initial Closing Date, unless, upon request by the Investment Advisor, the Board agrees for the

Partnership to reimburse the Investment Advisor non-ratably for any month.

Notwithstanding anything to the contrary, the Investment Advisor will forgo an amount of its monthly Management Fee

and/or pay, absorb, or reimburse certain expenses of the Partnership, to the extent necessary so that, for the first full calendar

year of the Partnership’s life, the Partnership’s annual Specified Expenses (as defined below) do not exceed 0.60% of the

Partnership’s NAV as of the end of each calendar month. “Specified Expenses” is defined to include all expenses incurred in

the business of the Partnership, including organizational and offering costs, with the exception of (i) the Management Fee, (ii)

the Performance Participation Allocation, (iii) the Servicing Fee, (iv) any distribution fees or subscription fees payable to a

distribution agent, (v) portfolio company level expenses, (vi) brokerage costs or other investment-related out-of-pocket

expenses, including with respect to unconsummated transactions, (vii) dividend/interest payments (including any dividend

payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Partnership or any

person through which the Partnership invests), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and

expenses related to hiring, retaining, and compensating employees and officers of the Partnership), (x) certain insurance costs

and (xi) extraordinary expenses (as determined in the sole discretion of the Investment Advisor).

In the normal course of business, the Partnership enters into contracts that provide a variety of general indemnifications.

Any exposure to the Partnership under these arrangements could involve future claims that may be made against the

Partnership. Currently, no such claims exist or are expected to arise and, accordingly, the Partnership has not accrued any

liability in connection with such indemnifications.

Note 8. Financial Highlights

The following financial highlights for the nine months ended September 30, 2025 are calculated for the Unitholders as a

whole and exclude data for the General Partner, except as otherwise noted herein. Calculation of these highlights on an

individual Unitholder basis may yield results that vary from those stated herein due to the timing of capital transactions and

differing fee arrangements.

Stonepeak-Plus Infrastructure Fund LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Nine Months Ended September 30, 2025(a)
	Class-A-1a	Class-A-1b	Class-A-1c	Class-F-1	Class-I-1	Class-X
Per Unit Data
Net asset value, beginning of period	$—	$—	$—	$—	$—	$—
Net investment income/(loss)	(1.39)	(1.35)	(1.29)	(1.29)	(1.92)	(0.77)
Net realized and change in unrealized gain/(loss) on investments	4.11	4.21	4.39	4.39	2.20	5.24
Net increase/(decrease) in net assets resulting from operations	2.72	2.86	3.10	3.10	0.28	4.47
Proceeds from Units issued	25.77	25.77	25.77	25.77	28.51	25.00
Premium on issuance of Units	0.51	0.30	—	—	0.43	0.01
Servicing fees	(1.20)	(0.58)	—	—	—	—
Net increase/(decrease) in net assets	27.80	28.35	28.87	28.87	29.22	29.48
Net asset value, end of period	$27.80	$28.35	$28.87	$28.87	$29.22	$29.48
Units outstanding, end of period	10,976,328	1,710,915	1,163,964	177,892	212,641	230,043
Total return based on change in net asset value(b)	7.87%	9.98%	12.06%	12.06%	2.49%	17.92%

Ratios to weighted-average net assets (non- annualized)
Expenses without waivers/offsets(c)	(5.47)%	(5.26)%	(4.96)%	(4.96)%	(6.86)%	(2.90)%
Expenses and management fees waivers/offsets(c)	0.21%	0.21%	0.20%	0.20%	0.21%	—%
Total expenses	(5.26)%	(5.05)%	(4.76)%	(4.76)%	(6.65)%	(2.90)%
Accrued performance participation allocation	(2.05)%	(2.04)%	(2.10)%	(2.10)%	(1.23)%	—%

Net investment income/(loss)	(5.26)%	(5.05)%	(4.77)%	(4.77)%	(6.66)%	(2.90)%

(a) Amounts may not add due to rounding.

(b) Total return is calculated as the change in Net Asset Value per Unit during the period, plus distributions per Unit (assuming dividends and distributions are

reinvested in accordance with the Partnership’s distribution reinvestment plan) divided by the initial Net Asset Value per Unit. Total return does not include

upfront transaction fees, if any, and it is non-annualized.

(c) Expense ratio includes Management Fees, Organizational Expenses, Professional Fees, Deferred Offering Costs Amortization, Administration Fees and

Other.

Note 9. Subsequent Events

The General Partner has performed an evaluation of subsequent events through the date the condensed consolidated

financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional

disclosure in the financial statements, except as noted below.

Second Amended and Restated Limited Partnership Agreement

On October 31, 2025, the Partnership entered into the Second Amended and Restated Limited Partnership Agreement

(the “Amended Partnership Agreement”) with the General Partner to memorialize the terms of the Redemption Program and

other changes. Under the Redemption Program, the Partnership expects to allow redemptions of the Units, in each quarter, of up

to 5% of Units outstanding (either by number of Units or aggregate transactional NAV) as of the close of the previous calendar

quarter. To the extent the General Partner redeems Units in any particular calendar quarter, the General Partner will cause the

Partnership to redeem Units using the transactional NAV per Unit as of the last calendar day of each calendar quarter, subject to

the Early Redemption Deduction (as defined in the Amended Partnership Agreement), and as further described in the Amended

Partnership Agreement.

Stonepeak-Plus Infrastructure Fund Master Aggregator LP

Condensed Consolidated Statements of Assets and Liabilities (Unaudited)


	As of
	September 30, 2025	December 31, 2024
Assets
Affiliated Investments at fair value (Cost $583,562,901 as of September 30, 2025)	$667,022,470	$—
Debt Investments at fair value (Cost $11,738,262 as of September 30, 2025)	12,203,539	—
Derivative Assets at fair value (Cost $— as of September 30, 2025)	1,328,791	—
Cash and cash equivalent	16,488,553	—
Deferred financing costs	1,171,276	—
Interest receivable	501,067	—
Prepaid expenses	8,087	$—
Total Assets	$698,723,783	$—

Liabilities
Credit facility payable	$25,000,000	$—
Due to affiliate	2,050,982	—
Accounts payable & accrued expenses	615,401	—
Deferred tax liability	1,054,831	—
Derivative Liabilities at fair value (Cost $—as of September 30, 2025)	121,558
Total Liabilities	28,842,772	—

Commitments and contingencies (See Note 8)

Net Assets	669,881,011	—

Net Assets
Limited Partners Interest	668,723,373	—
General Partner's Interest	602,871	—
Non-Controlling Interests in Consolidated Entities	554,767	—
Total Net Assets	$669,881,011	$—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Stonepeak-Plus Infrastructure Fund Master Aggregator LP

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30, 2025	Nine Months Ended September 30, 2025
Income
Interest income	$981,617	$2,141,801
Dividend income	317,567	697,260
Total income	1,299,184	2,839,061
Operating expenses
Professional fees	1,101,733	2,038,699
Organizational costs	(122,241)	259,553
Interest expense	230,805	230,805
Credit facility fees	136,195	136,195
Other expense

Stonepeak-Plus Infrastructure Fund LP 10-Q