Stonepeak-Plus Infrastructure Fund LP 8-K

What Happened

• Stonepeak-Plus Infrastructure Fund LP (the Fund) filed an 8-K (June 4, 2026) reporting that on May 4, 2026 it sold unregistered limited partnership units to third‑party investors for aggregate consideration of approximately $23,921,110. The Fund completed its unit counts on May 29, 2026 after calculating Transactional NAV per unit as of April 30, 2026; the purchase prices were based on those Transactional NAVs.

Key Details

• Units sold by class (rounded): Class A‑1a — 740,977 units for $23,741,500; Class A‑1c — 3,102 units for $99,610; Class Z – Series I‑2 — 2,411 units for $80,000.
• Sales were part of the Fund’s continuous private offering and were exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933.
• Some sales were made through Stonepeak‑Plus Infrastructure Fund (TE) LP to investors with specific tax characteristics (e.g., tax‑exempt and non‑U.S. investors).
• For May 2026, SP+ INFRA (the Fund together with a related offshore vehicle managed by the same advisor) sold interests totaling about $52,755,019. Since SP+ INFRA’s May 2, 2025 inception through the filing date, it has sold interests totaling approximately $1,345,296,366 (about $1,145,310,439 cash and $199,985,928 in affiliate‑contributed assets).

Why It Matters

• This filing informs investors that the Fund continues to raise capital via its private offering, using Transactional NAV pricing and regulatory exemptions rather than a public registration.
• The amounts reported show ongoing inflows to SP+ INFRA but do not account for any unit redemptions, repurchases, or dividend reinvestment issuances, which affect net outstanding units and investor ownership over time.
• Retail investors should note these are private, exempt sales (not public securities offerings) and that the filing documents capital-raising activity and recent liquidity events rather than changes to management or financial results.