EQT Infrastructure Co LLC Announces $84.8M Unregistered Share Sales

What Happened

• EQT Infrastructure Co LLC filed a Form 8-K on August 21, 2026 reporting that, as of August 1, 2026 (finalized August 19, 2026), it sold 3,010,463 unregistered Investor Shares for aggregate cash consideration of $84,770,634. The price per Investor Share was set at the Company's Transactional Net Asset Value (Transactional NAV) per share for each class.
• The offering was made on a continuous private basis (since the company's Feb 1, 2026 inception) and, through the date of this 8-K, the Company has sold approximately $903,615,984 of Investor Shares for cash. The sales were made under exemptions from registration (Section 4(a)(2), Regulation D for accredited investors and/or Regulation S for non-U.S. investors).

Key Details

• Total shares sold in this tranche: 3,010,463 for $84,770,634.
  • Class A-I: 2,046,128 shares for $58,642,224
  • Class A-S: 412,796 shares for $11,781,000
  • Class M-I: 134,542 shares for $3,541,500
  • Class M-I-TE: 33,084 shares for $832,285
  • Class M-S: 286,133 shares for $7,515,625
  • Class M-S-TE: 97,779 shares for $2,458,000
• Transactional NAV per share as of July 31, 2026 was used to set the price; the final number of shares sold was determined on August 19, 2026 following that NAV calculation.
• Exemptions relied upon: Section 4(a)(2) of the Securities Act, including Regulation D (accredited investors) and/or Regulation S (non-U.S. investors).

Why It Matters

• These sales increase the Company’s outstanding Investor Shares and represent ongoing capital raising through a continuous private offering; investors should note potential impacts on share counts and NAV per share calculations.
• Shares were sold privately and unregistered, which limits public liquidity and resale options for those securities compared with registered shares.
• The Transactional NAV-based pricing means the sales were tied to the company’s calculated NAV as of July 31, 2026 (finalized Aug 19), so movements in NAV affect the price at which the Company issues or repurchases shares.