Apollo Infrastructure Co LLC Files 8-K: Share Sales, NAV Update & Repurchase

What Happened
Apollo Infrastructure Company LLC filed an 8-K on July 27, 2026 disclosing unregistered cash sales of multiple share classes (closing July 1, 2026 with final counts determined July 27), the company’s Net Asset Value (NAV) per share as of June 30, 2026, and changes to how NAV will be calculated for transactions going forward. The filing lists the specific share issuances (by share type and aggregate consideration) and provides NAVs and repurchase prices for each share type. The offer and sale of the shares were exempt from registration under Section 4(a)(2), Regulation D and/or Regulation S.

Key Details

• Unregistered shares sold (final numbers determined July 27, 2026):
  • Series I: A‑II 267,550 shares for $7,681,750; E 514 shares for $15,000; I 71,518 shares for $2,013,000.
  • Series II: A‑II 1,082,698 shares for $31,668,050; F‑I 10,098 shares for $290,000; E 252 shares for $7,500; I 20,813 shares for $597,500.
• NAV per share as of June 30, 2026 (examples): Series I A‑II $28.71, Series I E $29.20, Series II A‑II $29.25, Series II E $29.75. Full per‑class NAVs are reported in the filing.
• NAV methodology change effective for valuation dates on/after July 1, 2026: the Company will use a "Transactional Net Asset Value" that adjusts GAAP NAV to (i) recognize shareholder servicing and distribution fees monthly, (ii) exclude certain deferred tax liabilities not expected to be incurred, and (iii) amortize certain organizational/offering expenses over 60 months.
• Share repurchase plan: the Company may (but is not obligated to) repurchase up to 5.0% of aggregate NAV per calendar quarter (across both series, excluding V Shares). Repurchase request deadline is Aug 10, 2026 (4:00 p.m. ET); expected payment date is Aug 17, 2026. Repurchase prices equal the NAVs shown for each share type.

Why It Matters
This filing affects holders and prospective buyers because it documents recent private placements (unregistered sales) and fixes the NAVs/repurchase prices investors will see for subscriptions and repurchases. The shift to a Transactional NAV can change the price at which shares are bought or repurchased (by recognizing fees monthly, excluding some deferred tax liabilities, and amortizing certain expenses), which may impact liquidity and the cash investors receive in repurchase windows. Also note repurchases are discretionary, limited to 5% of NAV per quarter, and subject to the company’s repurchase plan and LLC agreement.