8-KFiled Aug 25, 8:00 PM ET

Stonepeak-Plus Infrastructure Fund LP Reports Unregistered Unit Sale of ~$44.9M

Stonepeak-Plus Infrastructure Fund LP

Research Summary

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Updated

Stonepeak-Plus Infrastructure Fund LP Reports Unregistered Unit Sale of ~$44.9M

What Happened
Stonepeak-Plus Infrastructure Fund LP (the Fund) announced in an 8-K that it sold unregistered limited partnership units to third‑party investors on August 3, 2026 for aggregate consideration of approximately $44,854,182. The number of Units sold was finalized on August 25, 2026 after calculating the Fund’s Transactional NAV per Unit as of July 31, 2026. The offering was made as part of the Fund’s continuous private offering and was exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act.

Key Details

  • Aggregate proceeds to the Fund for the August 3, 2026 closings: ~$44,854,182, across multiple Class Z series (detailed by class in the filing).
  • Purchase prices were based on the Fund’s Transactional NAV per Unit as of July 31, 2026 (for some classes) and on Class X Transactional NAV as of July 31, 2026 (for Class Z Series M-I and M-S).
  • Units were sold to third‑party investors, including via Stonepeak-Plus Infrastructure Fund (TE) LP for investors with specific tax characteristics (e.g., tax‑exempt and non‑U.S. investors).
  • SP+ INFRA (the Fund and a generally aligned non‑U.S. vehicle) sold interests of ~$151,426,691 in August 2026 and ~$1,655,304,283 since inception (May 2, 2025) through the filing date (consisting of ~$1,455,318,356 cash and ~$199,985,928 of contributed assets).

Why It Matters
This filing reports capital raises through private, unregistered unit sales that increase the Fund’s invested capital and reflect continued investor demand under its continuous offering. The NAV‑based pricing and use of a tax‑specific feeder vehicle are important operational details for investors tracking dilution, liquidity and tax treatment. The figures reported also provide context on overall fundraising activity for SP+ INFRA since inception. The filing notes amounts exclude any subsequent unit redemptions, repurchases or dividend reinvestment issuances.