UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 251, 2025

Apollo Infrastructure Company LLC

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-56561	92-3084689
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 West 57th Street, 42nd Floor
New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: 212 515-3200

     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.02 Departure ~~Unregistered~~of ~~Sales~~Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsDirector ~~of July 1, 2025, Apollo Infrastructure Company LLC (the “Company”) issued~~ and ~~sold~~Officer ~~the following unregistered shares of the Company (with the final number of shares being determined on July 25, 2025) to third party investors for cash:~~ Appointments

Type	Number of Shares Sold		Aggregate Consideration
Series I
A-II Shares	407,626	$	11,024,462
F-I Shares	348,121		9,316,878
E Shares	99		2,700
I Shares	41,406		1,113,000
Series II
A-II Shares	995,420	$	27,130,871
F-I Shares	955,261		25,761,000
E Shares	364		10,000
I Shares	14,015		380,000

Head of Investments Appointment

~~The~~Effective ~~offer~~as ~~and~~of ~~sale~~August of1, ~~the~~2025, ~~shares~~Harry ~~above~~Seekings ~~were~~was ~~exempt~~appointed ~~from~~as the ~~registration~~Head ~~provisions~~ of ~~the~~Investments ~~Securities~~of ~~Act~~Apollo ofInfrastructure ~~1933,~~Company asLLC ~~amended,~~(the “Company”) by ~~virtue~~the board of ~~Section~~directors ~~4(a)(2),~~of ~~including~~the ~~Regulation~~Company D (~~for~~the ~~sales~~“Board”). toMr. ~~accredited~~Seekings ~~investors)~~will ~~and/or~~continue ~~Regulation~~to Sserve ~~(for~~as ~~sales~~Chief toExecutive ~~non-U.S.~~Officer ~~investors~~and ~~outside~~director of the ~~United States) thereunder~~Company.

There are no arrangements or understandings between Mr. Seekings, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Seekings was selected as the Head of Investments. There are no related party transactions between the Company and Mr. Seekings (or any of his immediate family members) requiring disclosure under Item 8404(a) of Regulation S-K.01 ~~Other~~Mr. ~~Events~~Seekings does not have any family relationships with any of the Company’s directors or executive officers.

~~Net~~President ~~Asset Value~~ Appointment

OnEffective ~~July~~as 25of August 1, 2025, ~~the~~David ~~operating~~Cohen ~~manager~~was ofappointed as the ~~Company~~President ~~determined~~of the ~~net~~Company ~~asset~~by ~~value~~the ~~(“Net~~Board. ~~Asset~~Mr. ~~Value”)~~Cohen ~~per~~will ~~share,~~continue ~~being~~to ~~the~~serve ~~price~~as ata ~~which~~director ~~sales~~ of the Company’s ~~shares~~and ~~are~~previously ~~made,~~served ofas ~~the~~Co-President ~~following types~~ of the Company~~’s shares as of June 30, 2025:~~ .

Type		Net Asset Value per Share
Series I
A-II Shares	$	27.05
F-I Shares	$	26.76
E Shares	$	27.29
I Shares	$	26.88
S Shares	$	26.87
Series II
A-II Shares	$	27.26
F-I Shares	$	26.97
E Shares	$	27.50
I Shares	$	27.11
S Shares	$	27.09

There are no arrangements or understandings between Mr. Cohen, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Cohen was selected as President. There are no related party transactions between the Company and Mr. Cohen (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Cohen does not have any family relationships with any of the Company’s directors or executive officers.

AsChief ofOperating ~~June~~Officer ~~30,~~and ~~2025,~~Director ~~no F-S Shares or A-I Shares were outstanding for either Series I or Series II.~~Appointment

~~The~~Effective ~~Net~~as ~~Asset Value~~ of ~~the~~August ~~Company’s~~1, ~~outstanding~~2025, ~~shares~~Andrew isBerg ~~also~~was ~~available~~appointed onas ~~its~~Chief ~~website~~Operating atOfficer ~~https://www.apollo.com/infraco,~~and ~~but~~a ~~the~~director ~~contents~~ of the ~~website~~Company ~~are not incorporated~~ by ~~reference~~the ~~in or otherwise a part of this Current Report on Form 8-K~~Board.

~~For~~Mr. ~~additional~~Berg ~~information,~~joined ~~please~~Apollo ~~see~~Global ~~additional~~Management, ~~details~~Inc. ~~included~~(“Apollo”) in ~~Exhibit~~2019. He 99is currently a Managing Director and Chief Operating Officer for Apollo's Sustainability & Infrastructure Group.1 Prior to ~~this~~joining ~~Current~~Apollo, ~~Report~~Mr. onBerg ~~Form~~was 8a Managing Director with BlackRock, where he spent 13 years serving in various roles including Co-KHead of the Alternative Solutions Group, ~~which~~Head isof ~~incorporated~~EMEA ~~herein~~Corporate byStrategy ~~reference~~and Corporate Development, and a Managing Director in the Americas corporate strategy and corporate development team. Mr. Berg graduated with a BA from Colorado College with a degree in Philosophy and received his MS from Cornell University in Applied Economics and Management.

~~Share~~There ~~Repurchase~~are no arrangements or understandings between Mr. Berg, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Berg was selected as a director. There are no related party transactions between the Company and Mr. Berg (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Berg does not have any family relationships with any of the Company’s directors or executive officers.

The Company ~~intends~~will ~~but~~enter isinto ~~not obligated to conduct quarterly repurchases for up to 5.0% of the aggregate NAV per calendar quarter (measured collectively across both series) of~~ its ~~outstanding~~standard ~~shares~~form ~~(other than its V Shares)~~ of ~~each~~indemnification ~~Series~~agreement atwith aMr. ~~price based on the NAV per share as of the last business day of the quarter prior to the commencement of a share repurchase~~Berg.

~~Repurchase~~Director ~~transaction~~and ~~price~~Officer ~~per share~~Resignation

Type		Repurchase Transaction Price per Share
Series I
A-II Shares	$		27.05
F-I Shares	$		26.76
E Shares	$		27.29
I Shares	$		26.88
S Shares	$		26.87
Series II
A-II Shares	$		27.26
F-I Shares	$		26.97
E Shares	$		27.50
I Shares	$		27.11
S Shares	$		27.09

Effective as of August 1, 2025, Corinne Still, Co-President and a director of the Company, resigned as a Co-President and a director of the Company. Ms. Still’s resignation was not related to any disagreement with the Company, its Board, or on any matter relating to the operations, policies or practices of the Company or its affiliates.

This is the price at which the Company expects to make repurchases of its applicable share types.

Repurchase request deadline – Friday, August 8, 2025

This date is the date by which the Company must receive repurchase requests submitted by shareholders. If a repurchase request is received after 4:00 p.m. (Eastern Time) on this repurchase request deadline, such request will not be executed, subject to the limitations of the Company’s repurchase plan, until the next repurchase window.

Repurchase expected payment date – Friday, August 15, 2025

This is the date on which the Company intends to pay shareholders for any shares accepted by the Company for repurchase.

Any share repurchases will be made in accordance with, and subject to the conditions of, the Company’s share repurchase plan and its limited liability company agreement, each as amended or amended and restated from time to time. The Company may choose to purchase fewer shares than have been requested in any particular quarter, or none at all, in its discretion at any time. A copy of the Company’s latest share repurchase plan and limited liability company agreement can be found in its periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on its website at www.sec.gov.

Special Note Regarding Forward-Looking Statements

Some of the statements in this Current Report on Form 8-K constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Words such as “anticipate,” “believe,” “expect” and “intend” and similar words or variations thereof may indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties, including factors outside of the Company’s control. The Company’s actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal period ended December 31, 2024, and in its other filings with the SEC.

Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. The Company assumes no duty and do not undertake to update the forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber		Description
99.1		Net Asset Value as of June 30, 2025
104		Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Apollo Infrastructure Company LLC
Date:	~~July~~August 255, 2025	By:	/s/ Yvette Novo
			Name: Yvette NovoTitle: Chief Financial Officer

Filing Compare · Apollo Infrastructure Co LLC