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BCS

Current Report · Items 3.02, 7.01 · 8-K

Blackstone Private Equity Strategies Fund L.P.

Unregistered Sales of Equity Securities · Regulation FD Disclosure

Item 3.02 Unregistered Sales of Equity Securities. On August 1, 2026, Blackstone Private Equity Strategies Fund L.P. (“BXPE U.S.”) and Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder” and collectively with BXPE U.S., the “Funds,”) each sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $432.2 million(1) and $134.6 million(2), respectively.…

Filed Aug 28, 2026Accepted Aug 28, 2026, 12:09 PM EDTCIK 1930054Accession 0001930054-26-000023
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Registered securities in this filing

Blackstone Private Equity Strategies Fund L.P. · 8-K · Filed 2026-08-28

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

None

Symbol
None
Exchange
Not supplied
Classification
OTHER
Filing context

Context: c-1

Dimensions: Not supplied

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Symbol
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Exchange
Not supplied
Classification
OTHER
Filing context

Context: c-2

Dimensions: dei:LegalEntityAxis

Accession 000193005426000023 · 2 registered-security cover members

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Disclosure sections

Items 3.02, 7.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities. On August 1, 2026, Blackstone Private Equity Strategies Fund L.P. (“BXPE U.S.”) and Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder” and collectively with BXPE U.S., the “Funds,”) each sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $432.2 million(1) and $134.6 million(2), respectively. The following table details the Units sold by the Funds: Number of Units Sold(3) Consideration(1) Blackstone Private Equity Strategies Fund L.P. Class I Units(2) Series I 7,446,881 $291,556,554 Series II — $— Series III — $— Class S Units 3,590,481 $137,519,363 Class D Units 3,866 $150,000 Class N Units 97,144 $3,000,000 Total $432,225,917 Blackstone Private Equity Strategies Fund (TE) L.P.(2) Class I Units Series I 1,162,902 $45,058,386 Series II — $— Series III — $— Class S Units 2,302,681 $87,287,958 Class D Units 66,110 $2,283,000 Total $134,629,344 (1) The Funds, together with other Blackstone-managed parallel vehicles that invest alongside the Funds but excluding Blackstone Private Equity Strategies Fund SICAV (“BXPE Lux”), collectively form “BXPE.” BXPE and BXPE Lux are operated as distinct investment structures and are together referred to as the “BXPE Fund Program.” On August 1, 2026, the BXPE Fund Program (inclusive of the Funds) issued interests for aggregate consideration of approximately $844.3 million. (2) The Feeder was established to allow certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors, to participate in BXPE U.S. in a more tax efficient manner. Accordingly, the Feeder invests all or substantially all of its assets indirectly in BXPE U.S. in exchange for BXPE U.S. Class I Units. On August 1, 2026, the Feeder acquired 3,392,446 BXPE U.S. Class I Units for aggregate consideration of approximately $132.8 million. (3) The number of Units sold by each Fund was finalized on August 28, 2026, following the calculation of their respective transactional net asset values (each, a “Transactional NAV”) as of July 31, 2026. See Item 7.01 below for more information on the Funds’ Transactional NAVs. The offer and sale of the Units were made as part of the Funds’ continuous private offerings to investors that are both (a) accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and (b) qualified purchasers (as defined in the Investment Company Act of 1940, as amended, and the rules thereunder) and were exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) and Regulation D thereunder.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. Transactional Net Asset Value The Transactional NAV per Unit for each class of the Funds as of July 31, 2026 is as follows: Transactional NAV as of July 31, 2026 ──────────────────────────────────────────────────────────────────────────────────── Blackstone Private Equity Strategies Fund L.P. Class I Unit Series I $39.15 Series II(1) $— Series III $39.17 Class S Unit $38.30 Class D Unit $38.80 Class N Unit $30.88 Blackstone Private Equity Strategies Fund (TE) L.P. Class I Unit Series I $38.75 Series II(2) $— Series III(2) $— Class S Unit $37.91 Class D Unit $34.53 (1) The initial Transactional NAV per Unit for BXPE U.S.’s Class I-Series II Units will be equal to the Transactional NAV per Unit for BXPE U.S.’s Class I-Series I Units at the time of initial sale. (2) The initial Transactional NAV per Unit for the Feeder’s Class I-Series II Units and Class I-Series III Units will be equal to the Transactional NAV per Unit for the Feeder’s Class I-Series I Units at the time of initial sale. As of July 31, 2026, the BXPE Fund Program’s aggregate Transactional NAV was approximately $26.4 billion and BXPE’s aggregate Transactional NAV was approximately $18.4 billion. The Funds calculate Transactional NAV for purposes of establishing the price at which transactions in their respective Units are made. A description of the Funds’ valuation process was included under “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Calculation of Net Asset Value” of the Funds’ Annual Report on Form 10-K filed on March 13, 2026. Transactional NAV is based on the month-end values of each Fund’s respective investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the BXPE U.S. board of directors. Organizational and offering expenses advanced on the Funds’ behalf by the investment manager are recognized as a reduction to Transactional NAV ratably over 60 months beginning on January 1, 2025, and unitholder servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Funds’ general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from each Fund’s net asset value as determined in accordance with accounting principles generally accepted in the United States of America.

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