Stonepeak-Plus Infrastructure Fund LP Files 8-K

Stonepeak-Plus Infrastructure Fund LP 8-K Filing Summary
FieldDetail
CompanyStonepeak-Plus Infrastructure Fund LP
Form Type8-K
Filed DateNov 5, 2025
Risk Levellow
Pages4
Reading Time5 min
Key Dollar Amounts$43,431,000, $95,435,588, $686,091,069, $29.64, $29.66
Sentimentneutral

Sentiment: neutral

Topics: corporate-action, equity-sale, filing

TL;DR

Stonepeak-Plus Infrastructure Fund LP filed an 8-K on Oct 30, 2025, covering equity sales & corporate changes.

AI Summary

Stonepeak-Plus Infrastructure Fund LP filed an 8-K on November 5, 2025, reporting events as of October 30, 2025. The filing includes information on unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and other events. It also lists financial statements and exhibits.

Why It Matters

This 8-K filing provides updates on the fund's corporate structure and equity transactions, which could impact investors' understanding of its governance and financial activities.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant negative news or events.

Key Players & Entities

  • Stonepeak-Plus Infrastructure Fund LP (company) — Registrant
  • October 30, 2025 (date) — Date of earliest event reported
  • November 5, 2025 (date) — Filing date
  • Delaware (jurisdiction) — State of incorporation
  • 55 Hudson Yards (address) — Principal executive offices

FAQ

What specific types of equity securities were sold unregistered?

The filing indicates unregistered sales of equity securities but does not specify the exact types or amounts in the provided text.

What amendments were made to the articles of incorporation or bylaws?

The filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item, but the specific details of these amendments are not included in the provided text.

What are the 'Other Events' reported in this filing?

The filing mentions 'Other Events' as a category, but the specific nature of these events is not detailed in the provided excerpt.

What financial statements and exhibits are included with this filing?

The filing states that 'Financial Statements and Exhibits' are included, but the content of these documents is not specified in the provided text.

When was Stonepeak-Plus Infrastructure Fund LP incorporated or organized?

Stonepeak-Plus Infrastructure Fund LP was incorporated or organized in Delaware.

Filing Stats: 1,222 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2025-11-05 15:39:50

Key Financial Figures

  • $43,431,000 — ggregate consideration of approximately $43,431,000. (1) The following table provides detai
  • $95,435,588 — ggregate consideration of approximately $95,435,588. Since inception on May 2, 2025, throug
  • $686,091,069 — ate cash consideration of approximately $686,091,069 as part of its continuous private offer
  • $29.64 — as of September 30, 2025 Class A-1a $29.64 Class A-1b $29.66 Class A-1c $29.69
  • $29.66 — 0, 2025 Class A-1a $29.64 Class A-1b $29.66 Class A-1c $29.69 Class F-1 $29.69 C
  • $29.69 — a $29.64 Class A-1b $29.66 Class A-1c $29.69 Class F-1 $29.69 Class I-1 $30.02 Cl
  • $30.02 — -1c $29.69 Class F-1 $29.69 Class I-1 $30.02 Class X $30.29 The Fund calculates T
  • $30.29 — s F-1 $29.69 Class I-1 $30.02 Class X $30.29 The Fund calculates Transactional NAV

Filing Documents

02 . Unregistered Sales of Equity Securities

Item 3.02 . Unregistered Sales of Equity Securities. On October 1, 2025, Stonepeak-Plus Infrastructure Fund LP (the "Fund") sold unregistered limited partnership units (the "Units") for aggregate consideration of approximately $43,431,000. (1) The following table provides details on the Units sold by the Fund (rounding to the nearest whole number): Number of Units Sold (2) Aggregate Consideration Class A-1a 1,373,498 $ 40,708,000 Class I-1 79,046 $ 2,373,000 Class X 11,555 $ 350,000 (1) The Fund invests generally alongside another vehicle that is managed by Stonepeak-Plus Infrastructure Fund Advisors LLC, its investment advisor (the "Investment Advisor"), is organized outside of the United States, and has substantially similar investment objectives and strategies with the Fund (the Fund and such other vehicle, together, "SP+ INFRA"). (2) The number of Units sold by the Fund was finalized on October 30, 2025, following the calculation of the Fund's transactional net asset value ("Transactional NAV") per Unit for each class of the Fund as of September 30, 2025. The purchase price for each of Class A-1a, Class I-1, and Class X Units of the Fund as of October 1, 2025 is the Transactional NAV per Unit for the respective class as of September 30, 2025. See Item 8.01 below for more information on the Fund's Transactional NAV. The offer and sale of the Units were made as part of the Fund's continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D thereunder. Class A-1a and Class I-1 Units were sold to third-party investors, including through Stonepeak-Plus Infrastructure Fund (TE) LP, a Delaware limited partnership, for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors. Class X Units were sold to senior advisors of affiliates of the Investment Advisor. On October 1, 2025, SP+ INFRA (inclusive of t

03 . Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 . Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 31, 2025, the Fund entered into the Second Amended and Restated Limited Partnership Agreement (the "Amended Partnership Agreement") with Stonepeak-Plus Infrastructure Fund Associates LP, the general partner of the Fund, and the limited partners of the Fund to make certain updates to memorialize the terms of the unit redemption program (the "Redemption Program") and other changes. Capitalized terms used and not defined herein have the meaning ascribed to them in the Amended Partnership Agreement. Under the Redemption Program, the Fund expects to allow redemptions of the Units, in each quarter, of up to 5% of Units outstanding (either by number of Units or aggregate Transactional NAV) as of the close of the previous calendar quarter. To the extent the General Partner redeems Units in any particular calendar quarter, the General Partner will cause the Fund to redeem Units using the Transactional NAV per Unit as of the last calendar day of each calendar quarter, subject to the Early Redemption Deduction, and as further described in the Amended Partnership Agreement. The Fund's current redemption window commenced on the open of business on November 3, 2025 and, unless extended, will close at 4:00 pm (Eastern time) on November 28, 2025, subject to the terms of the Redemption Program. More information on the Redemption Program, including the redemption price for each calendar quarter, is available on the Fund's website and/or virtual data room. The foregoing summary description of the Amended Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Partnership Agreement, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 . Other Events

Item 8.01 . Other Events. Transactional Net Asset Value The Transactional NAV per Unit for each class of the Fund as of September 30, 2025, is as follows: Transactional NAV as of September 30, 2025 Class A-1a $29.64 Class A-1b $29.66 Class A-1c $29.69 Class F-1 $29.69 Class I-1 $30.02 Class X $30.29 The Fund calculates Transactional NAV for purposes of establishing the price at which transactions in the Fund's Units are made. A description of the Fund's valuation process was included under " Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Unitholder Matters " of the Fund's Registration Statement on Form 10 filed on January 31, 2025. Transactional NAV is based on the month-end values of the Fund's investments, the addition of the value of any other assets (such as cash on hand), and the deduction of the Fund's liabilities, including certain fees and expenses, in accordance with the Fund's valuation policy .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. The following is a list of all exhibits filed or furnished as part of this Quarterly Report on Form 8-K: Filed/ Exhibit Number Exhibit Description Furnished Herewith 3.1 Second Amended and Restated Limited Partnership Agreement of Stonepeak-Plus Infrastructure Fund LP, dated as of October 31, 2025 * __________ * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Stonepeak-Plus Infrastructure Fund LP Date: November 05, 2025 By: /s/ Cyrus Gentry Cyrus Gentry Chief Executive Officer

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