Apollo Infrastructure Co LLC 8-K

What Happened
Apollo Infrastructure Company LLC filed a Form 8-K on March 25, 2026 disclosing that it issued and sold unregistered shares to third‑party investors (final share counts determined March 25, 2026) and that the operating manager set the Net Asset Value (NAV) per share used for sales as of February 28, 2026. The share issuances occurred on March 2, 2026 and were sold for cash. The filing was signed by CFO Yvette Novo.

Key Details

• Unregistered share issuances (March 2, 2026; final counts March 25, 2026):
  • Series I — A‑II: 240,964 shares for $6,818,000; F‑I: 27,816 for $775,000; E: 1,847 for $53,000; I: 42,155 for $1,175,068.
  • Series II — A‑II: 999,149 shares for $28,702,050; F‑I: 20,664 for $584,450; E: 3,432 for $100,000; I: 23,174 for $657,000.
  • Combined proceeds reported: $38,864,568 (Series I ~$8.82M; Series II ~$30.04M).
• NAVs per share (determined March 25, 2026 for period ending Feb 28, 2026):
  • Series I: A‑II $28.29; F‑I $27.86; E $28.70; I $27.88; S $27.86.
  • Series II: A‑II $28.73; F‑I $28.28; E $29.14; I $28.35; S $28.30. No F‑S or A‑I shares were outstanding for either Series as of Feb 28, 2026.
• Offer and sale exemptions: Sales were exempt from registration under Section 4(a)(2) of the Securities Act, including Regulation D (accredited investors) and/or Regulation S (non‑U.S. sales).

Why It Matters
This filing tells investors that Apollo Infrastructure raised cash through private (unregistered) share sales and confirms the NAVs used to price share sales as of Feb 28, 2026. The NAVs indicate the per‑share price level at which the company is selling shares; the issuance proceeds show recent capital raised. These are non‑public placements (Reg D/Reg S), so they do not change public trading disclosure requirements but are material for understanding recent dilution, capital inflows, and current share pricing policy.