Apollo Infrastructure Co LLC 8-K

What Happened
Apollo Infrastructure Company LLC filed an 8-K on January 26, 2026 reporting (1) the sale of unregistered shares for cash to third‑party investors (issued as of January 2, 2026, with final counts determined January 26, 2026), (2) the operating manager’s determination of Net Asset Value (NAV) per share as of December 31, 2025, and (3) details of a discretionary quarterly share repurchase program. The share sales were exempt from registration under Section 4(a)(2) (including Regulation D and/or Regulation S).

Key Details

• Unregistered share sales (final numbers determined Jan 26, 2026):
  • Series I A‑II: 181,149 shares for $5,082,940
  • Series I F‑I: 115,275 shares for $3,186,850
  • Series I E: 879 shares for $25,000
  • Series I I: 94,132 shares for $2,605,000
  • Series II A‑II: 1,074,575 shares for $30,564,027 (includes 3,655 Series I A‑II shares exchanged from 3,606 Series II A‑II shares)
  • Series II F‑I: 13,384 shares for $375,000
  • Series II I: 31,606 shares for $887,500
• NAV per share as of Dec. 31, 2025 (selected):
  • Series I A‑II: $28.06; F‑I: $27.65; E: $28.44; I: $27.67; S: $27.66
  • Series II A‑II: $28.44; F‑I: $28.02; E: $28.83; I: $28.08; S: $28.06
  • No F‑S or A‑I shares outstanding for either series as of Dec. 31, 2025.
• Share repurchase program: 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) at prices based on the NAV as of the last business day of the prior quarter. Repurchase request deadline: Monday, Feb. 9, 2026 (4:00 p.m. ET); expected payment date for accepted requests: Tuesday, Feb. 17, 2026. Repurchases are discretionary and may be limited or not executed.

Why It Matters

• The NAV update sets the price at which Apollo sells and expects to repurchase shares; small NAV differences across share classes affect the cash value per share for transactions.
• The unregistered share sales raised cash (totaling tens of millions of dollars across Series I and II) and increased outstanding shares, which can affect per‑share metrics and liquidity.
• The quarterly repurchase program can provide a limited liquidity option and potential price support for shareholders, but repurchases are discretionary, capped at 5.0% of aggregate NAV per quarter and subject to the Company’s agreement and plan terms.
• Investors should note these are factual corporate actions disclosed on an 8-K; the filing also contains standard forward‑looking disclaimers and references to the Company’s SEC filings for more detail.