sp-20260429

Delaware

000-56711

33-1582934

(State or Other Jurisdiction of Incorporation or Organization)

Commission file number

(IRS Employer Identification No.)

55 Hudson Yards

550 W 34th Street

New York, NY

10001

(Address of principal executive offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Yes ☒ No ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 4, 2026, Stonepeak-Plus Infrastructure Fund LP (the “Fund”) entered into the Second Amended and Restated Investment Advisory Agreement (the “Amended Investment Advisory Agreement”) with Stonepeak-Plus Infrastructure Fund Advisors LLC (the “Investment Advisor”), which amended and restated the Amended and Restated Investment Advisory Agreement dated March 30, 2026. The Amended Investment Advisory Agreement makes changes relating to limited partnership units (the “Units”) issued with respect to classes or series of classes and to clarify that management fees shall be calculated and paid with respect to each class, or each series of a class, of Units.

The foregoing summary description of the Amended Investment Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Investment Advisory Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference

On April 1, 2026, Stonepeak-Plus Infrastructure Fund LP (the “Fund”) sold unregistered limited partnership units (the “Units”) to third party investors for aggregate consideration of approximately $65,042,832.(1) The following table provides details on the Units sold by the Fund to third party investors (rounding to the nearest whole number):


	Number of Units Sold(2)	Aggregate Consideration
Class A-1a	1,571,416	$50,005,190
Class A-1b	313,877	$10,000,000
Class A-1c	21,013	$670,000
Class I-1	136,188	$4,317,500
Class S-1	1,524	$50,142

(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 April 29, 2026, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) per Unit for each class of the Fund as of March 31, 2026. The purchase price for each of Class A-1a, Class A-1b, Class A-1c and Class I-1 Units of the Fund as of April 1, 2026 is the Transactional NAV per Unit for the respective class as of March 31, 2026. The purchase price for Class S-1 Units of the Fund as of April 1, 2026 is the Transactional NAV per Unit for Class X Units as of March 31, 2026. 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, Class A-1b, Class A-1c, Class I-1 Units and Class S-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.

In April 2026, SP+ INFRA (inclusive of the Fund) sold interests for aggregate consideration of approximately $100,476,718. Since inception on May 2, 2025, through the date of filing of this Current Report on Form 8-K, SP+ INFRA (inclusive of the Fund) has sold interests for aggregate consideration of approximately $1,292,363,535 (which consists of $1,092,377,608 of cash and $199,985,928 of assets contributed by affiliates of the Investment Advisor in exchange for Class X Units) as part of its continuous private offering. The amounts disclosed herein do not take into account any Unit redemptions or repurchases by the Fund or Units issued pursuant to any dividend reinvestment plan.

On May 4, 2026, Stonepeak-Plus Infrastructure Fund Associates LP, the general partner of the Fund (the “General Partner”), entered into the Third Amended and Restated Limited Partnership Agreement of the Fund (the “Amended Partnership Agreement”), to (i) authorize the General Partner to cause the Fund to issue Units designated as Class Z - Series D-2 Units, Class Z - Series I-2 Units and Class Z - Series S-2 Units, and cancel Class D-2 Units, Class I-2 Units and Class S-2 Units, each of which have not been issued, and (ii) make certain related changes and incorporate other administrative updates.

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.


						Transactional NAV
						as of March 31, 2026
Class A-1a						$31.82
Class A-1b						$31.86
Class A-1c						$31.89
Class F-1						$31.89
Class I-1						$32.15
Class X						$32.91

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.

The distributions for each class of Units are payable to unitholders of record on March 31, 2026, and will be paid on or about May 7, 2026. These distributions will be paid in cash or reinvested in Units for unitholders participating in the Fund’s distribution reinvestment plan.

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.


						Net Distribution
Class A-1a						$0.2074
Class A-1b						$0.2235
Class A-1c						$0.2400
Class F-1						$0.2400
Class I-1						$0.2400
Class X						$0.2400


		Filed/
Exhibit Number	Exhibit Description	Furnished Herewith
3.1	Third Amended and Restated Limited Partnership Agreement of Stonepeak-Plus Infrastructure Fund LP, dated as of May 4, 2026	*
10.1	Second Amended and Restated Investment Advisory Agreement of Stonepeak-Plus Infrastructure Fund LP, dated as of May 4, 2026	*