G-INFRA LP 提交 8-K：披露未注册份额销售及 9 月末交易净资产值

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 21, 2026

G-INFRA LP

(Exact name of registrant as specified in its charter)

312-655-4702

Registrant’s telephone number, including area code

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). ☒

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. ☐

On October 1, 2026, G-INFRA LP (the “Partnership”) sold unregistered units of limited partnership interests (the “Units”) of the Partnership for aggregate consideration of approximately $6,647,000.00. The following table details the Units sold by the Partnership:

The offer and sale of the Units were exempt from the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and Regulation D thereunder. The Units were offered and sold to investors who were both (a) accredited investors (as defined in Regulation D under the Securities Act) and (b) qualified purchasers (as defined in the Investment Company Act of 1940, as amended, and the rules thereunder).

Transactional Net Asset Value

The Transactional NAV per Unit for each series of the Partnership as of September 30, 2026 was as follows:

As of September 30, 2026, no Series R1 Units were outstanding.

As of September 30, 2026, the Partnership’s aggregate Transactional NAV was approximately $266,629,434.00.

The Partnership calculates Transactional NAV for purposes of establishing the price at which transactions in the Partnership’s Units are made. A description of the Partnership’s valuation process was included under “Item 1(c). Description of Business—Valuation – Net Asset Value Calculation and Valuation Day” of the Partnership’s Amendment No. 1 to its Registration Statement on Form 10 filed on September 25, 2026 (the “Registration Statement”). Transactional NAV is based on the month-end values of the Partnership’s investments, the addition of the value of any other assets (such as cash on hand, without duplication), and the deduction of any liabilities, including the allocation/accrual of the management fee and carried interest and the deduction of expenses attributable to certain Series (such as applicable servicing fees), in all cases as determined in accordance with the procedures as may be established from time to time by the Partnership’s investment manager (the “Investment Manager”), in its sole discretion. The Investment Manager has agreed to bear (without reimbursement) the Partnership’s Eligible Operating Expenses (as defined in the Registration Statement) exceeding 0.60% per annum of the Transactional NAV on each month-end of each annual period through December 31, 2026 (the “Expense Threshold”). For Transactional NAV, organization and offering expenses advanced on our behalf by the Investment Manager are recognized as a reduction to Transactional NAV ratably over 60 months following the first closing. Transactional NAV generally will not reflect contingent tax liabilities of intermediate entities if such liabilities are not reasonably expected to be triggered upon the realization of the underlying investment through a sale of interests of such intermediate entities. Transactional NAV per Unit is expected to differ from the calculation of NAV as reflected in the financial statements of the Partnership.

1

Distributions

On September 1, 2026, the Partnership declared distributions for each series of its Units in the amounts per Unit set forth below:

The distributions for each series of Units were payable to unitholders of record at the close of business on September 1, 2026 and paid on or about October 26, 2026.

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

2

Signatures

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