EQT Private Equity Co LLC 8-K

What Happened

• EQT Private Equity Company LLC (filed under Item 3.02) reported that, as of May 1, 2026, it sold unregistered Investor Shares for aggregate cash consideration of approximately $28,872,415. The final number of shares sold was determined on May 20, 2026 after the company calculated its Transactional Net Asset Value (TNAV) per share as of April 30, 2026.
• In a separate transaction as of May 1, 2026, the company sold approximately 1,942,742 unregistered Class E Shares to EQT Holdings AB (an indirect subsidiary of EQT AB) for aggregate consideration of $58,140,000, based on the TNAV per Class E Share as of April 30, 2026.
• The Investor Share sales were conducted under exemptions to registration (Section 4(a)(2), including Regulation D for accredited investors and/or Regulation S for non‑U.S. investors). The Class E sale to an affiliate was also exempt under Section 4(a)(2).

Key Details

• Investor Shares sold (aggregate 1,003,111 shares; $28,872,415 total):
  • Class A‑I: 286,323 shares — $8,429,308
  • Class A‑J1: 194,085 shares — $5,690,083
  • Class A‑J2: 32,029 shares — $939,000
  • Class A‑S: 490,674 shares — $13,814,024
• Class E sale: ~1,942,742 shares to EQT Holdings AB for $58,140,000.
• Since its July 1, 2025 inception through this 8‑K date, the company has sold approximately $746,228,713 of Investor Shares in its continuous private offering (not net of any repurchases).

Why It Matters

• These transactions raised additional cash capital for the company through its continuous private offering and increased the number of issued shares. Sales were priced at the company’s Transactional Net Asset Value per share — the same price used for the company’s regular sales and repurchases.
• The sales were private and exempt from public registration, meaning they were directed to accredited and/or non‑U.S. investors (and an affiliate purchaser in the Class E sale). Retail investors should note the company is actively raising capital through private placements rather than a registered public offering.