EQT Infrastructure Co LLC 8-K

What Happened

• EQT Infrastructure Company LLC filed an 8-K (Item 3.02) announcing that, as of April 1, 2026, it sold unregistered Investor Shares to third-party investors for aggregate cash consideration of $124,438,632. The company finalized the number of shares sold on April 20, 2026 after calculating Transactional Net Asset Value (Transactional NAV) per share as of March 31, 2026. The shares were sold at the Transactional NAV per share, the same price the company uses to sell and repurchase its shares.

Key Details

• Class A-I: 4,193,983 shares sold for $107,914,632; Class A-S: 642,606 shares sold for $16,524,000 (amounts rounded).
• Offer and sale 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. investors).
• Since the company’s inception on February 1, 2026, EQT Infrastructure has sold approximately $449,878,358 of Investor Shares for cash through its continuous private offering.

Why It Matters

• The filing documents a meaningful private capital raise that increases the company’s cash from investors and reflects ongoing demand in its continuous private offering.
• Sales at Transactional NAV mean new investors bought shares at the same valuation used for redemptions and purchases, tying the transaction price to the company’s reported asset value.
• Because the sales were unregistered (Reg D/S), these shares are part of a private offering with resale limitations and targeted investor eligibility (accredited and/or non‑U.S. investors), which affects liquidity and transferability for those securities.