VistaOne, L.P. 8-K

What Happened
VistaOne, L.P. announced on Dec 23, 2025 that, as of Dec 1, 2025, it sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $85.4 million. The number of Units was finalized on Dec 23 after the Fund calculated its Transactional Net Asset Value (Transactional NAV) as of Nov 30, 2025. The sales were made through the Fund’s continuous private offering and were exempt from registration under Section 4(a)(2), including Regulation D and Regulation S.

Key Details

• Total proceeds: approximately $85,400,000.
• Units sold by class:
  • Class A-B: 312,068 units for $9,482,000
  • Class A-I: 1,542,793 units for $47,033,898
  • Class A-S: 952,879 units for $28,885,000
• Transactional NAV used: NAV as of Nov 30, 2025 (numbers finalized Dec 23, 2025).
• Buyers: third-party investors, including purchases routed through VistaOne (TE), L.P. for certain tax-exempt and non-U.S. investors.
• Offering type: continuous private offering; exempt from registration (Section 4(a)(2), Regulation D and S). Unit and dollar amounts are rounded to the nearest whole number.

Why It Matters
This filing notifies investors that the Fund raised a meaningful amount of capital ($85.4M) through a private, unregistered placement of partnership units. Retail investors should note the timing (Transactional NAV as of Nov 30, 2025) and that the sale was targeted to third-party, tax-exempt, and non-U.S. investors under exemptions from public registration. The exhibit filed with the 8-K contains the Transactional NAV if you want to review the valuation reference used for these sales. The report was signed by Heather Wilkins, Principal Financial Officer and Principal Accounting Officer.