EQT Infrastructure Co LLC Sells $104.45M of Unregistered Investor Shares

What Happened

• EQT Infrastructure Company LLC filed a Form 8-K (Item 3.02) reporting that, as of September 1, 2026, it sold unregistered shares (the “Investor Shares”) for aggregate cash proceeds of $104,449,706. The Company finalized the exact number of shares sold on September 22, 2026 after calculating its Transactional Net Asset Value (TNAV) per share as of August 31, 2026. Since launching its continuous private offering on February 1, 2026, the Company has sold approximately $1,008,065,690 of Investor Shares for cash.

Key Details

• Aggregate sale on Sept. 1, 2026: $104,449,706 for 3,685,737 Investor Shares (rounded).
• Price: each Investor Share was sold at the Company’s Transactional Net Asset Value (TNAV) per share (the same price used for company share sales and repurchases).
• Per-class breakdown (aggregate consideration): Class A-I $74,947,712; Class A-S $12,473,494; Class M-I $7,060,000; Class M-I-TE $1,173,500; Class M-S $6,740,000; Class M-S-TE $2,055,000.
• Exemption: the offering was unregistered and relied on Securities Act exemptions (Section 4(a)(2), including Regulation D for accredited investors and/or Regulation S for non‑U.S. investors).

Why It Matters

• Capital and liquidity: the $104.45M cash raise increases the Company’s capital available for operations or investments and is part of a larger private offering that has raised about $1.01B since Feb. 1, 2026.
• Share pricing and dilution: shares were issued at the Company’s TNAV per share (the same price used for repurchases), which affects existing investors’ ownership percentages and NAV calculations.
• Liquidity and transferability: these were private, unregistered sales (Reg D/Reg S), so purchased shares may face resale restrictions and are not registered for public trading—relevant for investors considering liquidity or secondary-market plans.