Blackstone Infrastructure Strategies L.P. - 8-K

Item 3.02

Unregistered Sales of Equity Securities.

On May 1, 2026, Blackstone Infrastructure Strategies L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $173.3 million (1) . The following table details the Units sold by the Fund:

Number of Units Sold (2)

Consideration

Class I

4,433,026

$

128,925,261

Class S

1,475,301

$

42,409,000

Class D

69,024

$

2,000,000

(1)

The Fund, together with other Blackstone-managed vehicles that invest alongside the Fund, 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 May 1, 2026, the BXINFRA Fund Program (inclusive of the Fund) issued interests for aggregate consideration of approximately $204.3 million, excluding interests sold through the Fund’s distribution reinvestment plan.

(2)

The number of Units sold by the Fund was finalized on May 28, 2026, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) as of April 30, 2026. 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-exempt investors 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 April 30, 2026 is as follows:

Transactional NAV as of

April 30, 2026

Class I

$

29.08

Class S

$

28.75

Class D

$

28.98

As of April 30, 2026, BXINFRA’s aggregate Transactional NAV was approximately $5.0 billion and BXINFRA Lux’s aggregate Transactional NAV was approximately $272.0 million.

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-K filed on March 6, 2026. Transactional NAV is based on the month-end values 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

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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

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