Stonepeak-Plus Infrastructure Fund LP 8-K

What Happened
Stonepeak-Plus Infrastructure Fund LP filed an 8-K (Jan 5, 2026) reporting unregistered sales of limited partnership units and an in-kind capital contribution. On December 1, 2025 the Fund sold unregistered Class A-1a and Class I-1 Units to third-party investors for aggregate consideration of approximately $29,723,000. On December 23, 2025 the Fund issued 6,529,118 Class X Units to Stonepeak Investment Holdings II LP (an affiliate) at the Transactional NAV in exchange for approximately $199,985,928 of ownership interests in Princeton Digital Group and Forgital Group. Transactional NAVs were calculated as of November 30, 2025 and finalized on December 29, 2025 (Class X NAV finalized at $30.63 per unit).

Key Details

• Dec 1, 2025 unit sales: 922,106 Class A-1a Units for $27,575,000 and 71,005 Class I-1 Units for $2,148,000 (total ≈ $29,723,000).
• Dec 23, 2025 in-kind issuance: 6,529,118 Class X Units issued for ~$199,985,928 of warehoused investments (Princeton Digital Group and Forgital Group); Class X NAV = $30.63 (finalized Dec 29, 2025).
• Offerings were part of the Fund’s continuous private offering and were exempt from registration under Section 4(a)(2) and Regulation D.
• Aggregate SP+ INFRA (inclusive of the Fund) closings: ≈ $238,462,504 in December 2025 (≈ $38,476,576 cash + $199,985,928 in-kind); since inception (May 2, 2025) ≈ $965,949,807 total sold (≈ $765,963,879 cash + $199,985,928 in-kind).

Why It Matters
These transactions increase the Fund’s invested assets and outstanding units—both via cash subscriptions and a large in-kind contribution of portfolio interests—affecting the Fund’s size and asset composition. Investors should note the sales were private and exempt from public registration, and that NAVs used for pricing were based on the Fund’s Transactional NAV as of November 30, 2025 (finalized Dec 29, 2025). The disclosed totals do not reflect any subsequent redemptions, repurchases or dividend reinvestment activity.