Blackstone Infrastructure Strategies L.P. (0002030772) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2026

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Blackstone Infrastructure Strategies L.P.

Blackstone Infrastructure Strategies (TE) L.P.

(Exact name of Registrant as specified in its charter)

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345 Park Avenue

New York, New York 10154

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:

(212) 583-5000

Not Applicable

(Former name or former address, if changed since last report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Blackstone Infrastructure Strategies L.P. Yes ☒ No ☐

Blackstone Infrastructure Strategies (TE) L.P. Yes ☒ No ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Blackstone Infrastructure Strategies L.P. ☐

Blackstone Infrastructure Strategies (TE) L.P. ☐

Item 1.01. Entry into a Material Definitive Agreement.

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” and each, a “Fund”) intend to offer and sell new series of their existing limited partnership units (“Units”) to certain investors who are both accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and qualified purchasers (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”) in a continuous private offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Accordingly, each Fund has (i) redesignated its existing (a) Class S Units to Class S-Series I Units and (b) Class D Units to Class D-Series I Units; and (ii) designated (a) two new series of Class I Units, named Class I-Series E Units and Class I-Series IV Units, (b) one new series of Class S Units, named Class S-Series E Units, and (c) one new series of Class D Units, named Class D-Series E Units.

In addition, the Feeder has (i) redesignated its existing (a) Class I-TE-ACC Units to Class I-Series I-TE-ACC Units, (b) Class S-TE-ACC Units to Class S-Series I-TE-ACC Units and (c) Class D-TE-ACC Units to Class D-Series I-TE-ACC Units; and (ii) designated (a) one new series of Class I Units, named Class I-Series E-TE-ACC Units (together with each Fund’s Class I-Series I Units, Class I-Series II Units, Class I-Series III Units, Class I-Series IV Units and Class I-Series E Units and the Feeder’s Class I-Series I-TE-ACC Units, the “Class I Series”), (b) one new series of Class S Units, named Class S-Series E-TE-ACC Units (together with each Fund’s Class S-Series I Units and Class S-Series E Units and the Feeder’s Class S-Series I-TE-ACC Units, the “Class S Series”), and (c) one new series of Class D Units, named Class D-Series E-TE-ACC Units (together with each Fund’s Class D-Series I Units and Class D-Series E Units and the Feeder’s Class D-Series I-TE-ACC Units, the “Class D Series”).

Except as described herein, the foregoing Units have substantially similar rights and terms as the Funds’ existing classes or series of Units. The foregoing Units will be subject to certain minimum and maximum investment thresholds, unless waived by the General Partner (as defined below), and additional restrictions, including early redemption deductions and/or minimum holding periods and redemption limitations, as applicable, in addition to the Funds’ existing quarterly limitations.

Amendment to the Amended and Restated Investment Management Agreement

In connection with the foregoing, on October 22, 2026, BXINFRA U.S. entered into Amendment No. 1 to the Amended and Restated Investment Management Agreement (the “Investment Management Agreement Amendment”) with Blackstone Infrastructure Advisors L.L.C., an affiliate of the General Partner and the investment manager of BXINFRA U.S. (the “Investment Manager”), to reflect, among other things, the redesignation and/or designation of the Class I Series, Class S Series and Class D Series, as applicable (as described above), and the management fees applicable thereto. Each class, or series of a class, of Units of BXINFRA U.S., the Feeder and/or any Parallel Fund (as defined in the Main Fund LPA Amendment (as defined below)) is obligated to pay (without duplication) the Management Fee applicable to such class, or series of a class, of Units based on its interest in the corresponding class or series of BXINFRA Aggregator (CYM) L.P. (the “Aggregator”).

The foregoing summary description of the Investment Management Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Investment Management Agreement Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

On October 1, 2026, BXINFRA U.S. and the Feeder each sold unregistered Units for aggregate consideration of approximately $315.7 million(1) and $96.7 million(2), respectively. The following table details the Units sold by the Funds:

(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 October 1, 2026, the BXINFRA Fund Program (inclusive of the Funds) issued interests for an aggregate consideration of approximately $381.6 million, excluding interests sold through the Funds’ distribution reinvestment plan.

(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 the applicable series of BXINFRA U.S. Class I Units. On October 1, 2026, the Feeder acquired 3,063,215 BXINFRA U.S. Class I-Series I Units for an aggregate consideration of approximately $96.2 million.

(3)The number of Units sold by each Fund was finalized on October 22, 2026, following the calculation of their respective transactional net asset values (each, a “Transactional NAV”) as of September 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) and (b) qualified purchasers (as defined in the 1940 Act, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 22, 2026, Blackstone Infrastructure Strategies Associates L.P., the general partner of the Funds (the “General Partner”), entered into Amendment No. 2 to BXINFRA U.S.’s Third Amended and Restated Limited Partnership Agreement (the “Main Fund LPA Amendment”) and Amendment No. 1 to the Feeder’s Third Amended and Restated Limited Partnership Agreement (together with the Main Fund LPA Amendment, the “LPA Amendments”). The LPA Amendments reflect the redesignation and/or designation of the Class I Series, Class S Series and Class D Series, as applicable (as described above in Item 1.01 of this Current Report on Form 8-K), each having the terms set forth therein, and related updates in connection with such redesignation and/or designation, including setting forth the Performance Participation Allocation (as defined in the Main Fund LPA Amendment) applicable thereto. Each class, or series of a class, of Units of BXINFRA U.S., the Feeder and/or any Parallel Fund is obligated to pay (without duplication) the Performance Participation

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Allocation applicable to such class, or series of a class, of Units based on its interest in the corresponding class or series of the Aggregator.

The foregoing summary description of the LPA Amendments does not purport to be complete and is qualified in its entirety by reference to the LPA Amendments, copies of which are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Transactional Net Asset Value

The Transactional NAV per Unit for each class of the Funds as of September 30, 2026 is as follows:

(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.

(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 September 30, 2026, BXINFRA’s aggregate Transactional NAV was approximately $6.7 billion and the BXINFRA Fund Program’s aggregate Transactional NAV was approximately $7.4 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 BXINFRA U.S.’s 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 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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September 2026 Distributions

On October 22, 2026, the Funds declared regular distributions for each class of their Units in the amounts per Unit set forth below:

The distributions for each class of Units are payable to unitholders of record as of the open of business on September 30, 2026 and will be paid on or about November 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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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