Stonepeak-Plus Infrastructure Fund LP Sells $17.9M in Unregistered Units

What Happened

• Stonepeak-Plus Infrastructure Fund LP (the “Fund”) filed an 8-K reporting that on July 1, 2026 it sold unregistered limited partnership units (the “Units”) to third‑party investors for aggregate consideration of approximately $17,850,774. The Unit counts were finalized on July 27, 2026 after calculating the Fund’s Transactional NAV per Unit as of June 30, 2026. The purchase price for the Units sold was the Transactional NAV per Unit as of June 30, 2026.
• The offer and sale were made under the Fund’s continuous private offering and relied on Section 4(a)(2) and Regulation D of the Securities Act (i.e., were exempt from registration). Some sales were made through Stonepeak-Plus Infrastructure Fund (TE) LP to accommodate investors with particular tax characteristics (e.g., tax‑exempt and non‑U.S. investors).

Key Details

• Units sold by the Fund on July 1, 2026 (rounded):
  • Class Z – Series A‑1a: 444,795 units — $14,655,000
  • Class Z – Series A‑1c: 4,164 units — $137,524
  • Class Z – Series I‑2: 78,228 units — $2,662,500
  • Class Z – Series S‑2: 11,611 units — $395,750
• SP+ INFRA (the Fund together with a related non‑U.S. vehicle managed by the same advisor) sold interests for approximately $68,949,913 in July 2026. Since inception (May 2, 2025) through the 8‑K filing date, SP+ INFRA has sold interests totaling approximately $1,503,877,593 (consisting of $1,303,891,665 cash and $199,985,928 of assets contributed by advisor affiliates in exchange for Class X Units).
• The reported amounts do not reflect any Unit redemptions, repurchases, or Units issued via dividend reinvestment plans.

Why It Matters

• This filing documents fundraising activity by the Fund under its continuous private offering and shows additional capital raised ($17.85M by the Fund on July 1, 2026 and roughly $69.0M across SP+ INFRA in July). For investors, that means the Fund is actively issuing units to raise capital for investments or operations.
• The sales were private and exempt from SEC registration (Reg D/Section 4(a)(2)), and pricing was tied to the Fund’s Transactional NAV as of June 30, 2026, which is a key metric for understanding the per‑unit cost for new investors.