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BCS

Current Report · Items 3.02, 7.01 · 8-K

Blackstone Infrastructure Strategies (TE) L.P.

Unregistered Sales of Equity Securities · Regulation FD Disclosure

Item 3.02 Unregistered Sales of Equity Securities. Item 3.02 On July 1, 2026, Blackstone Infrastructure Strategies L.P. (“BXINFRA U.S.”) and Blackstone Infrastructure Strategies (TE) L.P. (the “Feeder” and collectively with BXINFRA U.S., the “Funds,”) each sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $278.2 million (1) and $79.4 million (2) , respectively.…

Filed Jul 23, 2026Accepted Jul 23, 2026, 6:45 AM EDTCIK 2050229Accession 0001193125-26-313244
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Recent company filings

  1. Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD DisclosureOct 22, 2026
  2. Unregistered Sales of Equity Securities · Regulation FD DisclosureSep 29, 2026
  3. Unregistered Sales of Equity Securities · Regulation FD DisclosureAug 28, 2026
  4. 10-Q filingAug 11, 2026
  5. D/A filingJul 24, 2026

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. Item 3.02 On July 1, 2026, Blackstone Infrastructure Strategies L.P. (“BXINFRA U.S.”) and Blackstone Infrastructure Strategies (TE) L.P. (the “Feeder” and collectively with BXINFRA U.S., the “Funds,”) each sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $278.2 million (1) and $79.4 million (2) , respectively. The following table details the Units sold by the Funds: Number of Units Sold Consideration (3) (1) Number of Units Sold Consideration (3) (1) (3) (1) Blackstone Infrastructure Strategies L.P. Class I Units (2) (2) Series I 5,903,100 $177,041,055 Series II 1,000,293 $30,000,000 Series III — — Class S Units 2,282,915 $67,571,308 Class D Units 119,699 $3,575,000 Total $ $ 278,187,363 278,187,363 Blackstone Infrastructure Strategies (TE) L.P. (2) (2) Class I-TE Units Class I-TE Series 1,349,072 $39,926,750 I-TE I-TE Series — — II-TE II-TE Series — — III-TE III-TE Class S-TE 789,695 $23,069,365 Units Class S-TE Class D-TE — — Units Class D-TE Class I-TE-ACC 211,827 $6,395,600 Units Class I-TE-ACC Class I-TE-ACC Class S-TE-ACC 334,365 $9,982,098 Units Class S-TE-ACC Class S-TE-ACC Class D-TE-ACC — — Units Class D-TE-ACC Class D-TE-ACC Total $ $ 79,373,813 79,373,813 (1) The Funds, together with other Blackstone-managed parallel vehicles that invest alongside the Funds, but excluding Blackstone Private Market Solutions SCA-SICAV – Blackstone Infrastructure ELTIF (“BXINFRA Lux”), collectively form “BXINFRA.” BXINFRA and BXINFRA Lux are operated as distinct investment structures and are together referred to as the “BXINFRA Fund Program.” On July 1, 2026, the BXINFRA Fund Program (inclusive of the Funds) issued interests for aggregate consideration of approximately $360.8 million, excluding interests sold through the Funds’ distribution reinvestment plan. SCA-SICAV (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 BXINFRA U.S. in a more tax efficient manner. Accordingly, the Feeder invests all or substantially all of its assets indirectly in BXINFRA U.S. in exchange for BXINFRA U.S. Class I Units. On July 1, 2026, the Feeder acquired 2,629,598 BXINFRA U.S. Class I Units for aggregate consideration of approximately $78.9 million. tax-exempt non-U.S. (3) The number of Units sold by each Fund was finalized on July 22, 2026, following the calculation of their respective transactional net asset values (each, a “Transactional NAV”) as of June 30, 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 Item 7.01 Transactional Net Asset Value The Transactional NAV per Unit for each class of the Funds as of June 30, 2026 is as follows: Transactional NAV as of June 30, 2026 Transactional NAV as of June 30, 2026 ─────────────────────────────────────────────────────────────────────────────── Blackstone Infrastructure Strategies L.P. Class I Unit Series I $29.99 Series II $29.99 Series III — (1) (1) Class S Unit $29.60 Class D Unit $29.87 Blackstone Infrastructure Strategies (TE) L.P. Class I-TE Unit Class I-TE Series $29.60 I-TE I-TE Series — II-TE (2) II-TE (2) Series — III-TE (2) III-TE (2) Class S-TE $29.21 Unit Class S-TE Class D-TE — Unit Class D-TE Class I-TE-ACC $30.19 Unit Class I-TE-ACC Class I-TE-ACC Class S-TE-ACC $29.85 Unit Class S-TE-ACC Class S-TE-ACC Class D-TE-ACC — Unit Class D-TE-ACC Class D-TE-ACC (1) The initial Transactional NAV per Unit for BXINFRA U.S.’s Class I-Series III Units will be equal to the Transactional NAV per Unit for BXINFRA U.S.’s Class I-Series I Units at the time of initial sale. Class I-Series Class I-Series (2) The initial Transactional NAV per Unit for the Feeder’s Class I-Series II-TE Units and Class I-Series III-TE Units will be equal to the Transactional NAV per Unit for the Feeder’s Class I-Series I-TE Units at the time of initial sale. As of June 30, 2026, the BXINFRA Fund Program’s aggregate Transactional NAV was approximately $6.0 billion and BXINFRA’s aggregate Transactional NAV was approximately $5.6 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 BXINFRA U.S.’s Annual Report on Form 10-K Annual Report on Form 10-K filed on March 6, 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 BXINFRA 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, 2026, 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 p er 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 June 2026 Distributions On June 30, 2026, the Funds declared regular distributions for each class of their Units in the amounts per Unit set forth below: Gross Distribution Blackstone Infrastructure Strategies L.P. Class I Unit Series I $ 0.2191 Series II — Series III — Class S Unit $ 0.2191 Class D Unit $ 0.2191 Blackstone Infrastructure Strategies (TE) L.P. Class I-TE Unit Class I-TE Series I-TE $ 0.2173 Series II-TE — Series III-TE — Class S-TE $ 0.2173 Unit Class S-TE Class D-TE — Unit Class D-TE The distributions for each class of Units are payable to unitholders of record as of the open of business on June 30, 2026 and will be paid on or about August 3, 2026. These distributions will be paid in cash or reinvested in Units for unitholders participating in the Funds’ distribution reinvestment plan.

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