VistaOne, L.P. 8-K

What Happened
VistaOne, L.P. announced via Form 8-K (filed Jan 28, 2026) that, as of January 1, 2026, it sold unregistered limited partnership units in a continuous private offering for aggregate consideration of approximately $54.5 million. The sales were made under exemptions from registration (Section 4(a)(2), including Regulation D and Regulation S). The total was finalized on January 28, 2026 after the Fund calculated its Transactional Net Asset Value (Transactional NAV) as of December 31, 2025.

Key Details

• Total proceeds: approximately $54,463,657 (rounded in filing as ~$54.5M).
• Unit breakdown:
  • Class A-B: 401,579 units for $12,410,667.
  • Class A-I: 1,354,968 units for $42,032,990.
• Employee purchase: 769 Class E units sold to an employee of Vista Equity Partners Management, LLC for $25,000.
• Purchasers included third-party investors and units sold through VistaOne (TE), L.P. for certain tax-exempt and non-U.S. investors.
• The transaction counts were finalized following the Fund’s Transactional NAV calculation as of Dec 31, 2025 (Exhibit 99.1 referenced).

Why It Matters
These are private, unregistered unit sales (not a public offering), which increase the Fund’s outstanding units and changed the ownership mix as of the reported date. For investors, the items to note are the size of the raise (~$54.5M), the classes and amounts sold, and that the final unit counts were set after the Fund’s Transactional NAV calculation—factors that can affect per-unit economics and reporting of the Fund’s capital structure.