EQT Private Equity Co LLC 8-K

What Happened

• EQT Private Equity Company LLC filed an 8-K on January 22, 2026, reporting that, as of January 1, 2026, it sold unregistered "Investor Shares" for aggregate cash consideration of approximately $55,027,690.
• The Company sold a total of 1,976,793 Investor Shares across four classes at the Transactional Net Asset Value (Transactional NAV) per share—the same price used for the Company’s regular sales and repurchases. The final share counts were confirmed on January 20, 2026 after calculating Transactional NAV as of December 31, 2025.
• The offer and sale were exempt from registration under Section 4(a)(2) of the Securities Act, including Regulation D (accredited investors) and/or Regulation S (non‑U.S. investors). Since the Company’s July 1, 2025 inception, it has sold approximately $523,561,413 of Investor Shares in its continuous private offering.

Key Details

• Total sold on Jan 1, 2026: 1,976,793 Investor Shares for $55,027,690 (approx).
  • Class A‑I: 591,058 shares — $16,856,506
  • Class A‑J1: 220,602 shares — $6,296,000
  • Class A‑J2: 108,374 shares — $3,093,000
  • Class A‑S: 1,056,759 shares — $28,782,184
• Final share counts and pricing were established on Jan 20, 2026 following the Dec 31, 2025 Transactional NAV calculation.
• Exemption relied on: Section 4(a)(2) / Regulation D and/or Regulation S of the Securities Act.

Why It Matters

• This filing documents a material private capital raise: the company collected about $55.0M in cash through unregistered share sales, increasing the number of outstanding Investor Shares and adding to total capital raised since launch (~$523.6M).
• For investors, the key takeaways are the size and structure of the offering, the use of Transactional NAV pricing (consistent with the company’s sales and repurchases), and that the sales were made under private-offering exemptions rather than a registered public offering. Review future filings for NAV updates and any additional offerings.