Stonepeak-Plus Infrastructure Fund LP 8-K

What Happened

• Stonepeak-Plus Infrastructure Fund LP (the Fund) filed an 8-K reporting a Second Amended and Restated Investment Advisory Agreement dated May 4, 2026 with Stonepeak-Plus Infrastructure Fund Advisors LLC (the Investment Advisor). The amendment clarifies that management fees will be calculated and paid separately for each class or series of Units.
• On April 1, 2026 the Fund sold unregistered limited partnership units to third-party investors for aggregate consideration of approximately $65,042,832. The Fund finalized the number of Units sold on April 29, 2026 after calculating Transactional NAV per Unit as of March 31, 2026.
• The Fund’s general partner, Stonepeak-Plus Infrastructure Fund Associates LP, adopted a Third Amended and Restated Limited Partnership Agreement on May 4, 2026 to (i) authorize issuance of Class Z – Series D-2, I-2 and S-2 Units (not yet issued) and cancel corresponding unissued D-2, I-2 and S-2 Units, and (ii) make related administrative updates.
• The unit sales were part of the Fund’s continuous private offering (exempt under Section 4(a)(2) and Regulation D). In April 2026, the combined SP+ INFRA vehicles sold interests for about $100,476,718; since inception (May 2, 2025) SP+ INFRA has raised approximately $1,292,363,535 (cash $1,092,377,608 plus $199,985,928 in affiliate-contributed assets exchanged for Class X Units).

Key Details

• April 1, 2026 unit sales to third-party investors totaled ~ $65,042,832, allocated as:
  • Class A-1a: 1,571,416 Units — $50,005,190
  • Class A-1b: 313,877 Units — $10,000,000
  • Class A-1c: 21,013 Units — $670,000
  • Class I-1: 136,188 Units — $4,317,500
  • Class S-1: 1,524 Units — $50,142
• Purchase prices were set using the Fund’s Transactional NAV per Unit as of March 31, 2026 (Class S-1 used the Transactional NAV for Class X Units).
• The amended advisory agreement (dated May 4, 2026) explicitly confirms management fee calculations and payments will be applied for each class or series of Units.

Why It Matters

• For investors, the advisory amendment clarifies how management fees are computed and charged across different classes/series, which affects ongoing costs tied to particular unit classes.
• The April unit sale and the continued private offering activity demonstrate ongoing capital-raising and investor demand for SP+ INFRA products; cumulative fundraising since inception exceeds $1.29 billion (including affiliate asset contributions).
• The partnership agreement changes are largely administrative (authorizing/cancelling certain unissued classes/series) but could enable future structuring or allocations of Units for specific investor types.