ARROYO INVESTORS FUND V SEC FORM D REVIEW
Arroyo Investors Fund V, L.P. entered the SEC record on September 16, 2026, but the filing does not establish that the fifth flagship fund has already raised capital. The Delaware limited partnership classified itself as a private equity fund, elected Section 3(c)(7), and relied on Rule 506(c) rather than the more common private-fund Rule 506(b) route. Its offering amount is "Indefinite," the amount sold is $0, the investor count is zero, and the filing explicitly says the first sale has yet to occur. That combination makes Fund V a fundraising-launch filing rather than a fundraising-result filing. It also means there is no SEC-disclosed Fund V target that can responsibly be converted into a headline such as "$1 billion Fund V" unless Arroyo later announces a target or subsequent filing supplies one. The fund is intended to remain open for more than one year and reports a $0 regulatory minimum, but actual institutional subscription minimums may be established in the limited partnership agreement or negotiated side letters.
The organizational structure can be verified more deeply because Arroyo filed a second vehicle at almost the same time. Arroyo Investors Fund V-B, L.P., CIK 0002147351, was also formed in Delaware in 2026, uses the same 1700 City Plaza Drive headquarters, names Arroyo Investors Fund V GP, L.P. as its general partner and David Field and Robert Jordan among the senior related persons, relies on Rule 506(c) and Section 3(c)(7), and likewise reported $0 sold to zero investors with first sale yet to occur. The existence of Fund V and Fund V-B strongly suggests a parallel fundraising architecture rather than two unrelated strategies. Investors should not add the two vehicles together as though each were a separate flagship fund; instead, they should determine which LP categories each vehicle is designed to accommodate and how commitments, fees, expenses and investments are allocated between them.
The sales-compensation disclosures make Fund V particularly distinctive. The primary Fund V Form D estimates $8,602,880 of sales commissions and identifies Threadmark LP in New York, Threadmark Partners Limited and Threadmark LLP in London, Threadmark Unipessoal in Europe, Moonvalley Capital y Asesorias Limitada in Chile, and Campbell Lutyens & Co. Inc. as recipients involved in solicitation. Fund V-B separately estimates another $549,120 of sales commissions. Those amounts should not be described as fees already paid because the funds had not yet reported any sales; they are estimated offering expenses. Still, the disclosures indicate that Arroyo is approaching Fund V as a globally distributed institutional capital raise rather than relying only on direct relationships. Threadmark had already served as the global placement agent for Fund IV, so its reappearance provides continuity between the fourth and fifth fundraising cycles.
The predecessor evidence is substantially more developed. Arroyo announced on July 1, 2025 that Arroyo Investors Fund IV and affiliated vehicles completed a final close with more than $1 billion of total equity capital commitments. The manager said Fund IV attracted existing investors from predecessor funds as well as endowments, family offices, foundations, funds of funds, insurance companies and public and private pensions. By that final close, the fund had already invested in Seaside LNG, a North American shore-side liquefaction and LNG-bunkering platform; Mesa Solutions, a distributed-power-generation company; Cielo Digital Infrastructure, a portfolio of U.S. sites with access to power for data-center development; and Fermaca Networks, a dark-fiber network under development in the U.S. and Mexico. Public SEC fund-holding disclosures also independently show institutional investors carrying interests in Arroyo Investors Fund IV during 2025 and 2026, which provides external evidence that the predecessor is not merely a manager-marketing construct.
Arroyo's broader strategy is more diversified than a simple renewable-energy label would suggest. The firm describes itself as an independent investment manager focused on power and energy infrastructure in North America, and its current website reports more than 100 years of cumulative partner investment experience, approximately 22 professionals and roughly $4 billion of cumulative AUM since 2003. Across its history, the platform has invested in conventional generation, renewable power, distributed generation, LNG, energy-transition assets and increasingly infrastructure tied to digital demand. Fund IV's Cielo investment is particularly relevant to Fund V because data-center expansion has turned electrical interconnection and access to reliable power into a core infrastructure constraint. Arroyo's infrastructure underwriting therefore sits at the intersection of power markets, industrial energy demand and digital infrastructure rather than being limited to one generation technology.
The realization history provides another useful diligence dimension. Alongside its Fund IV closing announcement, Arroyo disclosed that affiliates of Fund III sold a roughly 143 MW natural-gas-fired combined-cycle power plant near Monterrey, Mexico at a transaction enterprise value exceeding $440 million. A realized transaction is more useful than simply listing portfolio assets because it provides evidence that the manager has completed an investment lifecycle through disposition. It does not, however, reveal the fund's acquisition cost, leverage, holding-period cash flows, net multiple or investor-level IRR. Fund V investors therefore still need Fund I-IV performance schedules, realized and unrealized attribution, loss ratios and cash distributions before determining whether the successor fund's economics are supported by predecessor performance.
KEY FINDINGS Arroyo Investors Fund V, L.P. was formed in 2026 and filed its first Form D on September 16, 2026. The offering is indefinite, uses Rule 506(c), claims Section 3(c)(7), reports $0 sold and zero investors and states that the first sale has not yet occurred. A parallel Fund V-B vehicle was filed the same day with essentially the same launch status. David T. Field and Robert C. Jordan are identified as founding partners in the SEC structure, while Arroyo Investors Fund V GP, L.P. serves as the general partner. The main Fund V reports estimated sales commissions of approximately $8.60 million and Fund V-B approximately $549,000, with Threadmark, Campbell Lutyens and other international placement firms appearing in the distribution chain. The predecessor Fund IV closed in 2025 with more than $1 billion of equity commitments and had already deployed capital into four infrastructure businesses.
FUND V / FUND V-B STRUCTURE Primary Vehicle: Arroyo Investors Fund V, L.P. Primary CIK: 0002147350 Primary SEC File No.: 021-597754 Parallel Vehicle: Arroyo Investors Fund V-B, L.P. Parallel CIK: 0002147351 Primary Jurisdiction: Delaware Parallel Jurisdiction: Delaware Formation Year: 2026 Primary GP: Arroyo Investors Fund V GP, L.P. Headquarters: 1700 City Plaza Drive, Suite 400, Spring, TX 77389 Amount Sold — Fund V: $0 Investors — Fund V: 0 Amount Sold — Fund V-B: $0 Investors — Fund V-B: 0 Duration: More than one year
PLACEMENT-AGENT ARCHITECTURE Fund V estimated sales commissions: $8,602,880 Fund V-B estimated sales commissions: $549,120 Combined disclosed estimates across the two filings: approximately $9.15 million, subject to actual fundraising and compensation arrangements Named fundraising recipients include Threadmark LP, Threadmark Partners Limited, Threadmark LLP, Threadmark Unipessoal, Moonvalley Capital y Asesorias Limitada and Campbell Lutyens & Co. Inc. Important interpretation: These are Form D estimates associated with fundraising compensation. They do not establish that these amounts have already been earned or paid, especially because both filings reported $0 sold at launch.
PREDECESSOR FUND EVIDENCE Fund IV final close: More than $1 billion of total equity capital commitments announced July 2025 Fund IV investor categories disclosed by manager: Existing predecessor LPs, endowments, family offices, foundations, funds of funds, insurance companies, public pensions and private pensions Global placement agent for Fund IV: Threadmark Fund IV initial disclosed investments: Seaside LNG, Mesa Solutions, Cielo Digital Infrastructure and Fermaca Networks External institutional evidence: Publicly filed investment-company portfolios separately report holdings in Arroyo Investors Fund IV during 2025-2026 Fund III realization evidence: Sale of an approximately 143 MW natural-gas combined-cycle plant near Monterrey, Mexico; transaction enterprise value reported above $440 million Platform cumulative AUM claimed on official website: Approximately $4 billion since 2003
PORTFOLIO AND STRATEGY PENETRATION Seaside LNG: Integrated shore-side LNG liquefaction and marine bunkering infrastructure. Mesa Solutions: Distributed power-generation solutions serving customers needing flexible and reliable onsite power. Cielo Digital Infrastructure: Powered-land and infrastructure development for data-center sites, tying Arroyo directly to growing power demand from digital infrastructure. Fermaca Networks: Dark-fiber network development connecting markets in the United States and Mexico. Life Cycle Power: Earlier Arroyo platform investment associated with mobile power-generation solutions. Broader platform exposure: Conventional generation, renewable power, energy transition, distributed power, LNG and power-linked infrastructure.
The portfolio demonstrates that Arroyo's strategy is not confined to buying utility-scale solar or wind farms. Its underwriting increasingly touches businesses that monetize scarcity and complexity around electrical capacity, grid access, dispatchability, industrial demand and digital infrastructure. That gives Fund V a differentiated opportunity set but also creates exposure to permitting, interconnection queues, commodity-price dynamics, power-price forecasts, equipment availability and large-project development timelines.
MANAGER / WEBSITE PENETRATION Manager: Arroyo Energy Investment Partners LLC Office: Spring / Houston, Texas Address match with SEC: Confirmed Phone match with SEC: Confirmed Official website cumulative AUM: Approximately $4B since 2003 Official website professional count: Approximately 22 Partner cumulative investment experience: 100+ years Founding-partner continuity: More than 20 years working together reported by manager Key SEC related persons: David T. Field and Robert C. Jordan Investment focus: Power and energy infrastructure assets in North America Public portfolio evidence: Extensive Predecessor institutional LP evidence: Confirmed through manager disclosures and public fund holdings Fund V current fundraising evidence: Launch filing only; no completed sale shown as of September 16, 2026
CORE INVESTOR QUESTIONS Prospective Fund V investors should first determine whether a first close has occurred after September 16 and request updated committed-capital figures rather than relying on the indefinite Form D amount. They should obtain the exact relationship among Fund V, Fund V-B and any offshore or alternative investment vehicles; request Fund I-IV gross and net IRR, TVPI, DPI and loss ratios; separate realized returns from unrealized NAV appreciation; examine Fund IV deployment pace following its $1B+ close; understand how opportunities are allocated among Fund IV, Fund V, co-investments and continuation structures; quantify management fees, carried interest and GP commitment; review placement-agent compensation and whether those costs are borne by the manager or fund; assess leverage at both fund and portfolio-company level; and analyze exposure to merchant power prices, natural gas, construction, permitting, interconnection and data-center demand.
CORE RISKS Fund V was still pre-first-sale when its initial Form D was filed, so there is no SEC evidence yet regarding final fundraising scale or LP count. The 506(c) structure allows broad solicitation but requires accredited-investor verification and does not reduce investment risk. Energy infrastructure assets can involve long development periods, regulatory approvals, complex construction, commodity exposure and significant leverage. Powered-land and data-center infrastructure can be sensitive to utility interconnection, equipment shortages and rapidly changing forecasts for AI-related electricity demand. LNG and gas-fired generation add commodity, emissions-policy and environmental risk. Fund IV's $1B+ close and prior realizations demonstrate platform history but do not establish Fund V performance.
SEC SNAPSHOT SEC File No.: 021-597754 Entity: Delaware Limited Partnership Formation Year: 2026 Principal Office: Spring, Texas Exemption: Rule 506(c) Security: Equity / Pooled Investment Fund Interests Remaining: Indefinite Minimum Investment Reported: $0 Revenue / NAV Range: Declined to disclose Estimated Sales Commissions: $8,602,880 Estimated Finder Fees: $0 Related-Person Proceeds: $0 estimated Fundraising Duration: More than one year Founding Partners Listed: David T. Field / Robert C. Jordan Form D Signatory: David T. Field
PARALLEL VEHICLE SNAPSHOT SEC File No.: 021-597750 Filed: September 16, 2026 Exemption: Rule 506(c) Offering: Indefinite Amount Sold: $0 Investors: 0 First Sale: Yet to occur Estimated Sales Commissions: $549,120 General Partner: Arroyo Investors Fund V GP, L.P.
PRIMARY EVIDENCE REVIEWED SEC Form D for Arroyo Investors Fund V, L.P., filed September 16, 2026. SEC Form D for Arroyo Investors Fund V-B, L.P., filed September 16, 2026. SEC Form D history for Arroyo Investors Fund IV and Fund IV-B. Arroyo Investors official website and investment-strategy materials. Arroyo July 1, 2025 announcement of Fund IV's $1B+ final close. Arroyo portfolio materials for Seaside LNG, Mesa Solutions, Cielo Digital Infrastructure and Fermaca Networks. Public SEC investment-company portfolio disclosures independently identifying Arroyo Investors Fund IV holdings. Arroyo disclosure concerning the Fund III power-plant realization near Monterrey, Mexico.
IMPORTANT FORM D NOTICE Arroyo Investors Fund V has not reported raising an amount in its initial Form D. The filing shows an indefinite offering, $0 sold, zero investors and first sale yet to occur. Fund IV's more than $1 billion final close should not be attributed to Fund V. Likewise, the approximately $8.60 million and $549,120 sales-commission figures disclosed for Fund V and Fund V-B are estimates associated with distribution and should not be characterized as fees already paid. Form D is an exempt-offering notice, not SEC approval of Arroyo, its predecessor performance, its portfolio valuations or Fund V's prospective returns.