Stonepeak-Plus Infrastructure Fund LP Reports $52.7M Unregistered Unit Sales

What Happened

• Stonepeak-Plus Infrastructure Fund LP filed an 8-K reporting that on September 1, 2026 it sold unregistered limited partnership units (the "Units") to third‑party investors for aggregate consideration of approximately $52,742,330. The Unit counts were finalized on September 25, 2026 after the Fund calculated the Transactional NAV per Unit as of August 31, 2026; the purchase prices were based on those Transactional NAVs.
• The 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. Some Units were sold through Stonepeak-Plus Infrastructure Fund (TE) LP to accommodate investors with particular tax characteristics (e.g., tax‑exempt and non‑U.S. investors). A portion of the consideration was contributed by an affiliate of the Fund’s investment advisor.

Key Details

• Aggregate proceeds to the Fund on Sept 1, 2026: ~ $52,742,330. Breakdown by class:
  • Class Z — Series A-1a: 561,489 units — $18,880,250
  • Class Z — Series A-1c: 40,092 units — $1,352,755
  • Class Z — Series I-2: 86,011 units — $2,985,890
  • Class Z — Series M-I: 95,916 units — $3,363,000
  • Class Z — Series M-S: 724,902 units — $25,389,481
  • Class Z — Series S-2: 21,944 units — $761,954
• SP+ INFRA (the Fund together with a sister vehicle managed by the same advisor) sold interests for ~ $260,078,871 in September 2026; since inception (May 2, 2025) through the filing date, SP+ INFRA has sold interests for ~ $1,916,017,455 (comprised of $1,716,031,527 cash and $199,985,928 of assets contributed by advisor affiliates in exchange for Class X Units).
• The disclosed amounts exclude any Unit redemptions, repurchases, or Units issued under dividend reinvestment plans.

Why It Matters

• This filing documents a private capital raise that expands the Fund’s investor base and brings in fresh capital (including some affiliate-contributed assets). For retail investors, it signals continued fundraising activity and deployment capacity for the Fund’s strategy.
• The sale was private and exempt from public registration, so it does not directly affect public markets or listed securities. The Transactional NAV basis and affiliate contributions are relevant for understanding how the purchase prices were set and how affiliated parties participated in funding.