Blackstone Infrastructure Strategies LP

07/29/2025 | Press release | Distributed by Public on 07/29/2025 15:20

Private Placement, Regulation FD Disclosure (Form 8-K)

Item 3.02

Unregistered Sales of Equity Securities.

On July 1, 2025, Blackstone Infrastructure Strategies L.P. (the "Fund") sold unregistered limited partnership units (the "Units") for aggregate consideration of approximately $176.7 million(1). The following table details the Units sold by the Fund:

Number of Units Sold(2) Consideration

Class I

4,686,363 $ 121,284,491

Class S

1,760,887 $ 45,373,667

Class D

386,997 $ 10,000,000
(1)

The Fund invests alongside other Blackstone-managed vehicles with substantially similar investment objectives and strategies that, together with the Fund, collectively form BXINFRA. On July 1, 2025, BXINFRA (inclusive of the Fund) issued interests for aggregate consideration of approximately $182.7 million.

(2)

The number of Units sold by the Fund was finalized on July 29, 2025, following the calculation of the Fund's transactional net asset value ("Transactional NAV") as of June 30, 2025. See Item 7.01 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 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. Units were sold to third-party investors, including through Blackstone Infrastructure Strategies (TE) L.P., a Delaware limited partnership for certain investors with particular tax characteristics, such as tax-exemptinvestors and non-U.S.investors.

Item 7.01

Regulation FD Disclosure

Transactional Net Asset Value

The Transactional NAV per Unit for each class of the Fund as of June 30, 2025 is as follows:

Transactional NAV as
of June 30, 2025

Class I

$ 25.88

Class S

$ 25.77

Class D

$ 25.84

As of June 30, 2025, BXINFRA's aggregate Transactional NAV was approximately $2.3 billion.

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 "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 Fund's Annual Report on Form 10-Kfiled on March 7, 2025. Transactional NAV is based on the month-endvalues of the Fund's investments and other assets and the deduction of any liabilities, including certain fees and expenses, in all cases as determined in accordance with the Fund's valuation policy that has been approved by the Fund's board of directors. Organization and offering expenses advanced on the Fund's behalf by the Fund's 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 Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America.

2

June 2025 Distributions

On July 29, 2025, the Fund declared regular distributions for each class of its Units in the amounts per Unit set forth below:

Gross Distribution

Class I

$ 0.1998

Class S

$ 0.1998

Class D

$ 0.1998

The distributions for each class of Units are payable to unitholders of record as of the open of business on June 30, 2025 and will be paid on or about August 1, 2025.

These distributions will be paid in cash or reinvested in Units for unitholders participating in the Fund's distribution reinvestment plan.

3

Blackstone Infrastructure Strategies LP published this content on July 29, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on July 29, 2025 at 21:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]