EQT Infrastructure Co LLC 8-K

What Happened

• EQT Infrastructure Company LLC announced it sold unregistered shares (the "Investor Shares") for cash totaling $171,805,148 as of June 1, 2026. The final number of shares sold was confirmed on June 18, 2026 after the Company calculated its Transactional Net Asset Value (TNAV) per share as of May 31, 2026.
• The Investor Shares were sold at a price equal to the Company’s TNAV per share — the same price the Company uses to sell and repurchase its shares.

Key Details

• Total Investor Shares sold: 6,381,666 for aggregate consideration of $171,805,148.
  • Class A‑I: 4,384,759 shares — $119,353,302
  • Class A‑S: 648,329 shares — $17,611,000
  • Class M‑I: 657,773 shares — $16,993,732
  • Class M‑S: 690,805 shares — $17,847,114
• Offerings were exempt from registration under the Securities Act of 1933 via Section 4(a)(2), including Regulation D (accredited investors) and/or Regulation S (non‑U.S. investors).
• Since the Company’s inception on February 1, 2026 through the date of this Form 8‑K, it has sold approximately $711,450,892 of Investor Shares in its continuous private offering.

Why It Matters

• These transactions increase the number of outstanding Investor Shares and bring $171.8M of cash into the company, reflecting ongoing capital raising through a continuous private offering.
• Shares were issued at TNAV per share — the same pricing mechanism the Company uses for share purchases and redemptions — which is a key detail for investors watching dilution, NAV calculations, and liquidity dynamics.