SP+ INFRA Review: Stonepeak-Plus Fund Terms, Flows, NAV 2026

What SP+ INFRA is, and who can buy it

“SP+ INFRA” is not one legal entity. The 8-Ks define it as the Fund and “another vehicle that is managed by Stonepeak-Plus Infrastructure Fund Advisors LLC … is organized outside of the United States.” The June 2026 10-Q names that vehicle: the Lux Fund, Stonepeak-Plus Infrastructure Fund S.A. SICAV - UCI Part II, a Luxembourg company “available to investors primarily domiciled in countries of the European Economic Area, the United Kingdom, Switzerland, Asia and certain other jurisdictions.” The Lux Fund invests alongside the Fund “including by means of investing in the Master Aggregator,” a Cayman Islands limited partnership that holds the investments. Tax-exempt and non-US investors who want to come in through the US fund use a feeder, Stonepeak-Plus Infrastructure Fund (TE) LP.

Who may invest. The 10-K says the offering is made “to investors that are both (i) accredited investors (as defined in Regulation D under the 1933 Act) and (ii) qualified purchasers.” Qualified purchaser is a higher bar than accredited; see qualified purchaser vs accredited investor. The units are sold in a Regulation D private offering. The Form 8-A12G says Class Z Units “are being offered to clients of certain intermediaries”; Class Z is the fee structure used since July 2026, and its holders have no vote on directors. The minimum investment is not in any filing. The 10-Q says classes differ in “Subscription Fees, Servicing Fees, Management Fees and minimum investment limits” and that early units were priced at $25.00 “plus applicable Subscription Fees,” but the percentages and dollar floors sit in the private placement memorandum (how to read one: our PPM guide). The only dollar figure the filings give is a $2,500 minimum account balance that must remain after a partial redemption.

How many holders. At February 26, 2026 the 10-K counted holders of record of 2 each in Class A-1a, A-1b and A-1c, 74 in Class I-1, 19 in Class F-1 and 14 in Class X, 113 in total (our sum). Record holders are not investors: feeders and intermediaries hold the units for the people behind them.

Monthly sales, read from 18 Form 8-Ks

Each month the Fund files an 8-K with Item 3.02 (unregistered sales). Units are sold on the first business day of the month at the Transactional NAV of the previous month-end, the final unit counts are fixed about three to four weeks later, and the 8-K follows. That is why the October 1 sales were public on October 19. The table puts the series in one place.

The monthly SP+ INFRA figures plus May 2025 (the $436,823,871 cumulative at the July 7, 2025 filing less June's $373,737,171, our arithmetic) add up to $1,997,720,309, within $42,112 of the $1,997,762,421 the October 8-K reports (our arithmetic). Three things stand out.

• September 2026 was the second-largest month on record, at $260.1 million, after June 2025's $373.7 million. Only $52.7 million of it was Fund units; the Luxembourg fund took the rest. October fell back to $81.6 million.
• Of December 2025's $238.5 million, $200.0 million was not cash. It was $38.5 million of cash plus $199,985,928 of ownership interests in Princeton Digital Group and Forgital Group, exchanged for 6,529,118 Class X units at $30.63 (next section).
• Some of the money is not independent. The September and October 8-Ks carry the same footnote: “A portion of the aggregate consideration used to purchase Units on behalf of purchasing investors was contributed by an affiliate of the Investment Advisor from its own resources.” The filings do not say how much.

Where the Fund's money went from July to October 2026, by class:

The September rows in the filing add to $52,733,330, $9,000 less than the $52,742,330 total it states. From August to October, M-I and M-S together took $69.06 million of $136.36 million (50.6%, our arithmetic). In August both were priced at the Class X NAV: “The purchase price for each of Class Z - Series M-I and Class Z - Series M-S Units … is the Transactional NAV per Unit for Class X Units as of July 31, 2026.” Class X carries no management fee.

For scale next to its two closest US peers, see the comparison further down.

The exits so far are Stonepeak's own units

On December 23, 2025 the Fund issued 6,529,118 Class X units to Stonepeak Investment Holdings II LP at $30.63 in exchange for the Princeton Digital Group and Forgital Group interests, which the 8-K calls “Warehoused Investments.” The Fund then adopted a standing arrangement to buy those units back. On the last day of each month it “expects to offer to repurchase” Class X units from Stonepeak's investors up to “the net proceeds from new subscriptions for Units that the Partnership receives in the offering,” less redemptions by everyone else, plus excess operating cash flow. It is outside the 5% limit and “not subject to any time limit.”

What that did in the first half of 2026 (10-Q, statement of changes in net assets):

The two Class X repurchases account for the whole fall in Stonepeak-side units: 789,421 plus 1,519,239 is 2,308,660, 35.4% of 6,529,108 (our arithmetic). There are protections in the text. The 10-Q says that “no repurchase offer will be made” to Stonepeak in a month when the 5% quarterly limit “has been decreased” or when all redemption requests from outside holders are not met in full, and the General Partner “may modify, suspend or terminate” the arrangement. The other side of it: while subscriptions are strong, outside investors' new money funds Stonepeak's exit. If subscriptions stall, that source dries up too.

Price: Transactional NAV by class, and the quarter-end steps

The Fund sells and redeems at a Transactional NAV that, in the 10-Q's words, “is the price at which it sells and redeems its Units and serves as a basis for certain fees.” Class prices differ because fees differ.

NAV per unit, month by month. The first column of changes is for Class X, which has no fee drag.

The five largest monthly rises (June 2025 +10.63%, September 2025 +3.88%, September 2026 +3.62%, December 2025 +3.40%, June 2026 +2.18%) are all quarter-end months. The average rise in the five quarter-end months after the first was 2.93% against 1.00% in the ten other months (our arithmetic). The 10-K explains the mechanism: the General Partner values direct investments quarterly, an independent advisor reviews them “for reasonableness,” the information “will not be independently verified,” and “SP+ INFRA will not retroactively adjust the NAV per Unit of each Class reported for the previous month.” The 10-K adds that the gap between monthly and quarterly valuations “may inure to the benefit of Unitholders whose Units are redeemed or new purchasers of our Units,” depending on direction. The practical point for a buyer: the units bought on October 1 were priced at the September 30 NAV, right after the +3.62% step.

Transactional NAV is not book value. At June 30, 2026 the Fund's GAAP net assets were $999.4 million and its Transactional NAV $1,042.3 million, $42.9 million or 4.3% higher (our arithmetic). The 10-Q bridge adds back $17.6 million of organizational and offering expenses and $25.4 million of servicing fees, and takes off $0.145 million of non-controlling interests. The Investment Advisor advances the organizational and offering costs, and they hit Transactional NAV “ratably over 60 months beginning on May 2, 2027.”

Reported returns. The 10-Q reports unannualized total returns to June 30, 2026 of 8.4% year to date and 31.1% since inception for Class A-1a, 8.3% and 19.9% for Class I-1, and 9.8% and 40.9% for Class X. The 10-Q defines them as the change in Transactional NAV per unit “plus the amount of any distribution per Unit declared.” K-INFRA's 10-Q reports a six-month GAAP return of 3.51% for Class I-Series 1. The bases differ, so the two numbers should not be ranked.

What it costs, class by class

On the Fund's own classes the annual charge before performance is the management fee plus the servicing fee (our arithmetic): Class A-1a 0.875% + 0.50% = 1.375%; A-1b 0.875% + 0.25% = 1.125%; A-1c 0.875%; Class Z - Series I-2 1.25%; Class S-1 1.0% + 0.85% = 1.85%; Class Z - Series S-2 1.25% + 0.85% = 2.10%. For F-1, I-1 and S-1 the management fee steps up to 1.25% after the 48-month period that follows the Initial Closing Date, May 2, 2025, so from May 2029 (our reading). The servicing fee goes to the intermediary that placed the investor and “Unitholders are not billed separately”; it is charged inside the fund.

Performance allocation. The General Partner is allocated 12.5% of profits above a hurdle of “a 5 % annualized internal rate of return” on the Master Aggregator interests, after a 100% catch-up, with a loss carryforward the 10-Q calls “a high water mark.” It accrues monthly and is settled quarterly after the first period. A worked example on a class with a $100 NAV (our arithmetic, ignoring the loss carryforward): an 8% return leaves $3 above the hurdle, the catch-up is completed, and the allocation is $1.00 (12.5% of the whole $8); a 5.5% return gives $0.50; a return of 5% or less gives nothing. In the first half of 2026 the Fund accrued $9.392 million of performance allocation, and by June 30 the General Partner had elected to take $14.841 million of it in 463,855 Class X units.

Expense cap and who pays set-up costs. The Investment Advisor agreed to cap the Fund's Specified Expenses at 0.60% of month-end NAV until December 31, 2026. The cap excludes the management fee, the performance allocation, the servicing fee, interest and taxes, among others. Organizational and offering costs are advanced by the Advisor and reimbursed over the 60 months following the second anniversary of the Initial Closing Date.

What it pays out, and what covers it

The October 16 declaration pays $0.0399 less on Class A-1a than on Class X (our arithmetic: $0.2800 less $0.2401), a gap that matches the servicing fee. Class X's $0.28 is 0.77% of its $36.36 NAV for one quarter, about 3.1% a year if repeated (our arithmetic). The record dates are not evenly spaced: the first covers units held on October 31, 2025, the next four are quarter-ends.

Coverage is thin. In the first half of 2026 the Fund's net investment income was $0.19 million against $13.717 million of distributions to unitholders, 1.4% (our arithmetic), before $9.756 million of servicing fees charged to net assets. Net assets rose because of a $73.080 million unrealized gain on investments and $270.656 million of new units. Payouts that exceed investment income are paid from valuation gains and new money; the same pattern shows up at K-INFRA.

How you get out

How much has the exit been used? Very little by outsiders. The Fund's one tender offer, filed August 4, 2025, offered to buy up to 561,776 units, about 5%; the final amendment says “No Units were validly tendered prior to the expiration of the Offer.” In the first half of 2026 outside holders redeemed 38,799 units at an average $31.30 after the 5% deduction, which is $1.278 million at NAV. Against a 5% limit on the 29,110,171 units outstanding at March 31 (1,455,509 units) that is 2.7% (our arithmetic); the true share is a little higher because the limit does not count Stonepeak's Class X units. The first units were sold on June 2, 2025, so no outside investor has held for two years and the 5% deduction applies to a redemption today, subject to the exceptions the filings mention but do not list. (The $31.30 average price equals Class A-1a's $32.95 NAV less 5%, our arithmetic.) A quiet queue is what a fund with strong inflows would show; it does not show that the quarterly limit holds up when many holders ask at once. The third-quarter 10-Q, due in mid-November 2026, will have the first full-quarter redemption numbers since the new Class Z series started.

What it owns, and what it borrows

Almost everything the Fund owns is its interest in the Master Aggregator: $1,041.6 million of the Fund's $1,046.6 million of investments at June 30, 2026, 99.5% (our arithmetic). The Master Aggregator itself had net assets of $1,611.3 million, $85.8 million of cash, and affiliated investments of 94.7% of net assets at fair value.

Two things a reader should notice. First, Princeton Digital Group and Forgital Group are the companies behind the “Warehoused Investments” Stonepeak exchanged for Class X units, and the Master holds interests in both: 27.1% of its net assets between the two lines (our sum: 16.7% + 10.4%). The filing does not say the Master's positions are the same ones Stonepeak swapped in, only that the Fund took those interests from a Stonepeak affiliate. Second, the last row is a position in vehicles that carry Stonepeak's own name; the filing does not say what business they run, and it is a related-party position a holder should ask about.

Debt. The 10-K says the Fund “typically seeks” to keep recourse borrowings below a Leverage Ratio of 30%, a ceiling that does not apply to non-recourse debt in portfolio companies and intermediate entities. At the Master Aggregator, a $300 million revolver from ING Capital as agent (SOFR plus 2.40%, maturing July 16, 2027 with a 364-day extension option) had nothing drawn at June 30, 2026 against $80 million at December 31, 2025. Some investments carry their own debt; the Digital Edge and AppleCore footnotes say “The investment has been financed, in part, using leverage” and that the fair values shown do not reflect it. Tax-exempt investors are told in the 10-K that “use of leverage by SP+ INFRA may create UBTI”; see UBTI and Form 990-T.

Next to K-INFRA and Apollo Infrastructure Company

The two closest US-filing peers are KKR's K-INFRA and Apollo Infrastructure Company. Our infrastructure fund comparison covers them with EQT and Blackstone but does not include Stonepeak. Its “standard class” fee description (1.25% management, 12.5% performance over a 5% hurdle, a 5% quarterly cap, 5% fee under two years) matches SP+ INFRA's Class Z - Series I-2 and S-2 closely, but SP+ INFRA's largest class, A-1a, is cheaper on management and carries a servicing fee instead.

The pace row mixes dates (sales after June 30, net assets at June 30) and shows speed, not growth. On that measure SP+ INFRA is the fastest of the three against its size, although part of its September and October money came from an affiliate of the Advisor, and the K-INFRA platform's monthly sales ($506 million to $540 million from June to September) are about double the whole of SP+ INFRA's best 2026 month.

What the filings do not say

• The minimum investment for any class, and the Subscription Fee percentages (early units were priced at $25.00 “plus applicable Subscription Fees”).
• The management and servicing fees of Class Z - Series M-I and M-S, which took half of the Fund's recent sales. The June 10-Q says they became available “Commencing July 2026” and its fee tables stop before them.
• How much of September and October sales came from the Advisor's affiliate, and whether it stays invested.
• Redemption requests received. The 10-Q shows units redeemed, not units requested, for the first half of 2026.
• Who the buyers are by channel, and which intermediaries get Class Z.
• What the Stonepeak Partners Holdings and GP Investors vehicles do, and how they are valued.
• Third-quarter redemptions and the Class X repurchase total for the period, which come with the 10-Q due in mid-November 2026.

Dates to watch

• October 27, 2026: the September 30 distribution ($0.2800 per Class X unit) is paid.
• About November 2, 2026: the next monthly sale, priced at the October 31 NAV; its 8-K comes two to four weeks later.
• Mid-November 2026: the 10-Q for the quarter ended September 30, with redemptions, Class X repurchases and the Master Aggregator's debt.
• November 2026: the likely request window for a December 31, 2026 redemption date, by analogy with the February window in the March example. Check the dates with your intermediary or the transfer agent.
• December 31, 2026: the Advisor's 0.60% expense cap on Specified Expenses ends.

What a holder or buyer can do with this

• Find your class and series on the statement. Management fee, servicing fee, tax route (US fund or TE feeder) and the age of your units, which sets the 5% deduction, all follow from it.
• Ask your intermediary in writing for what the filings omit: the minimum, the Subscription Fee, and the fees on Series M-I and M-S if you are offered one.
• Plan the exit calendar. The request goes in about a month before quarter-end, the price comes about four weeks after it, and cash arrives about 35 days after the redemption date. A request that is cut back does not carry over.
• Read the NAV steps. If you buy in the month after a quarter-end, you pay the price set by the new quarterly valuation; if you redeem, you get the price struck weeks after you asked.
• Compare the payout with the income. $13.7 million of distributions against $0.19 million of net investment income in the half is a payout funded by valuation gains and new units.
• Expect a K-1. The 10-K warns of delays in “U.S. Schedule K-1s or their equivalent”; see when K-1s are due and K-1 versus 1099-DIV.
• Context: how evergreen funds handle exits is in what is an evergreen fund and evergreen funds compared.

FAQ

Related reading: infrastructure funds compared, K-INFRA, BXINFRA. We earn nothing if you buy or sell anything mentioned here; Stonepeak-Plus Infrastructure Fund has no affiliate program with us.

This is analysis of public documents, not investment, legal or tax advice. Sources: Stonepeak-Plus Infrastructure Fund LP (CIK 2045458), Forms 8-K filed May 8, 2025 to October 19, 2026 (accessions 0001140361-25-017950, 0001140361-25-024968, 0001140361-25-028400, 0001140361-25-033999, 0001140361-25-037000, 0002045458-25-000014, 0002045458-25-000023, 0002045458-26-000003, -000005, -000007, -000010, -000015, -000022, -000024, -000043, -000049, -000052 and -000054); Form 10-K for 2025 (0002045458-26-000012); Form 10-Q for the quarter ended June 30, 2026 (0002045458-26-000046); Exhibit 3.1 to the Form 8-K of July 14, 2026, Fourth Amended and Restated Limited Partnership Agreement (0002045458-26-000026); Form 8-A12G (0002045458-26-000040) and Form 15-12G (0002045458-26-000028); Schedule TO and its final amendment (0001140361-25-028588, 0001140361-25-036515). Peers: K-INFRA Form 10-Q (0001948056-26-000065) and 8-Ks (0001948056-26-000047, -000062, -000072, -000077, -000081); Apollo Infrastructure Company Form 10-Q (0001193125-26-349987) and 8-Ks (0001193125-26-283091, -318298, -365182, -402724). All read on EDGAR on October 21, 2026. Sums, shares and ratios marked “our arithmetic” are ours. Compiled by CrowdfundedWealth.