Stonepeak-Plus Infrastructure Fund LP Files 8-K

TL;DR

Stonepeak-Plus Infrastructure Fund LP filed an 8-K on Dec 1, 2025, for unregistered equity sales & other events.

AI Summary

Stonepeak-Plus Infrastructure Fund LP filed an 8-K on December 5, 2025, reporting on events occurring on December 1, 2025. The filing indicates unregistered sales of equity securities and other events. The company is incorporated in Delaware and its principal executive offices are located at 55 Hudson Yards, New York, NY.

Why It Matters

This filing provides updates on the company's activities, including potential unregistered equity sales, which could be relevant for investors monitoring the fund's capital structure and compliance.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not contain information suggesting immediate or significant risk.

Key Numbers

• 0002045458 — Accession Number (Unique identifier for the filing)
• 000-56711 — SEC File Number (Registrant's SEC file number)
• 33-1582934 — IRS Employer Identification No. (Registrant's EIN)

Key Players & Entities

• Stonepeak-Plus Infrastructure Fund LP (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 55 Hudson Yards (location) — Principal Executive Offices
• New York, NY (location) — Principal Executive Offices City/State
• December 1, 2025 (date) — Date of earliest event reported
• December 5, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $30,510,000 — ggregate consideration of approximately $30,510,000. (1) The following table provides detai
• $25,915,000 — egate Consideration Class A-1a 869,091 $25,915,000 Class I-1 152,395 $4,595,000 (1) The
• $4,595,000 — 869,091 $25,915,000 Class I-1 152,395 $4,595,000 (1) The Fund invests generally alongs
• $41,396,234 — ggregate consideration of approximately $41,396,234. Since inception on May 2, 2025, throug
• $727,487,303 — ate cash consideration of approximately $727,487,303 as part of its continuous private offer
• $29.82 — AV as of October 31, 2025 Class A-1a $29.82 Class A-1b $29.84 Class A-1c $29.85
• $29.84 — 1, 2025 Class A-1a $29.82 Class A-1b $29.84 Class A-1c $29.85 Class F-1 $29.85 C
• $29.85 — a $29.82 Class A-1b $29.84 Class A-1c $29.85 Class F-1 $29.85 Class I-1 $30.15 Cl
• $30.15 — -1c $29.85 Class F-1 $29.85 Class I-1 $30.15 Class X $30.51 The Fund calculates T
• $30.51 — s F-1 $29.85 Class I-1 $30.15 Class X $30.51 The Fund calculates Transactional NAV
• $0.2628 — below: Net Distribution Class A-1a $0.2628 Class A-1b $0.2785 Class A-1c $0.3000
• $0.2785 — bution Class A-1a $0.2628 Class A-1b $0.2785 Class A-1c $0.3000 Class F-1 $0.3000
• $0.3000 — $0.2628 Class A-1b $0.2785 Class A-1c $0.3000 Class F-1 $0.3000 Class I-1 $0.3000

Filing Documents

• sp-20251201.htm (8-K) — 42KB
• 0002045458-25-000023.txt ( ) — 156KB
• sp-20251201.xsd (EX-101.SCH) — 2KB
• sp-20251201_lab.xml (EX-101.LAB) — 21KB
• sp-20251201_pre.xml (EX-101.PRE) — 12KB
• sp-20251201_htm.xml (XML) — 3KB

02 . Unregistered Sales of Equity Securities

Item 3.02 . Unregistered Sales of Equity Securities. On November 3, 2025, Stonepeak-Plus Infrastructure Fund LP (the "Fund") sold unregistered limited partnership units (the "Units") for aggregate consideration of approximately $30,510,000. (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 869,091 $25,915,000 Class I-1 152,395 $4,595,000 (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 December 1, 2025, following the calculation of the Fund's transactional net asset value ("Transactional NAV") per Unit for each class of the Fund as of October 31, 2025. The purchase price for each of Class A-1a and Class I-1 Units of the Fund as of November 3, 2025 is the Transactional NAV per Unit for the respective class as of October 31, 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. On November 3, 2025, SP+ INFRA (inclusive of the Fund) sold interests for aggregate consideration of approximately $41,396,234. Since inception on May 2, 2025, through th

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 October 31, 2025, is as follows: Transactional NAV as of October 31, 2025 Class A-1a $29.82 Class A-1b $29.84 Class A-1c $29.85 Class F-1 $29.85 Class I-1 $30.15 Class X $30.51 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 . December 2025 Distributions On December 1, 2025, the Fund declared distributions for each class of its Units in the amount per Unit set forth below: Net Distribution Class A-1a $0.2628 Class A-1b $0.2785 Class A-1c $0.3000 Class F-1 $0.3000 Class I-1 $0.3000 Class X $0.3000 The distributions for each class of Units are payable to unitholders of record at the close of business on October 31, 2025, and will be paid on or about December 9, 2025. These distributions will be paid in cash or reinvested in Units for unitholders participating in the Fund's distribution reinvestment plan.

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: December 05, 2025 By: /s/ Cyrus Gentry Cyrus Gentry Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR