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.…
Recent company filings
- 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
- Unregistered Sales of Equity Securities · Regulation FD DisclosureSep 29, 2026
- Unregistered Sales of Equity Securities · Regulation FD DisclosureAug 28, 2026
- 10-Q filingAug 11, 2026
- D/A filingJul 24, 2026
Disclosure sections
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.