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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 1, 2026

Date of Report (Date of earliest event reported): January 30, 2026

EQT Infrastructure Company LLC

(Exact name of registrant as specified in its charter)

     Delaware

     000-56691

     99-3884445

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)



245 Park Avenue, 34th Floor New York, NY	10167
(Address of principal executive offices)	(Zip Code)

(917) 281-0850

(Registrant’s telephone number, including area code)

Not Applicable

(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: None

     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 1.01. Entry into a Material Definitive Agreement.

Management Agreement

On January 30, 2026, EQT Infrastructure Company LLC (the “Company”) entered into a Management Agreement (the “Management Agreement”) with EQIC Holdings L.P., a subsidiary of the Company, and EQT Partners Inc. (the “Manager”).

A description of the Management Agreement was included under “Item 1. Business—Management Agreement” of Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2025 (“Post-Effective Amendment No. 2”). Such description is incorporated by reference herein.

The Manager is an indirect subsidiary of EQT AB.

Such summary description of the Management Agreement does not purport to be complete and is qualified in its entirety by reference to the Management Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Trademark License Agreement

On January 30, 2026, the Company entered into a Trademark License Agreement with EQT AB (the “Trademark License Agreement”). Pursuant to the Trademark License Agreement, EQT AB granted the Company a license to use certain trademarks and service marks subject to the terms of such agreement.

Such summary description of the Trademark License Agreement does not purport to be complete and is qualified in its entirety by reference to the Trademark License Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

OnAs ~~January~~of 30February 1, 2026, ~~the~~EQT Infrastructure Company ~~issued~~LLC to(the ~~EQT~~“Company”) ~~Partners~~sold ~~Inc.~~unregistered ashares ~~total~~(the of“Investor ~~40 Class H~~ Shares”) of the Company atto athird-party ~~price~~investors offor ~~$25.00~~cash ~~per Class H Share,~~ for aggregate consideration of approximately $1178,~~000.~~691,137, ~~The~~at ~~Class~~a Hprice ~~Shares~~per ~~confer~~Investor ~~the~~Share ~~right~~of to$25.00. ~~receive~~The ~~any~~following ~~performance~~table ~~allocation~~provides ~~under~~details on the ~~A&R~~Investor ~~LLCA~~Shares ~~(as~~sold ~~defined~~by ~~below).~~the Company:

The offer and sale of the Class H Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereunder.


Class	Aggregate Number of Shares Sold(1)		Aggregate Consideration(1)
Class A-I Shares		6,965,245	$	174,131,137
Class A-S Shares		182,400		4,560,000
Total		7,147,645	$	178,691,137

(1)

~~Item 5.03. Amendments~~Share and dollar amounts are rounded to ~~Articles~~the ofnearest ~~Incorporation~~whole ornumber ~~Bylaws;~~and ~~Change~~may innot ~~Fiscal~~sum ~~Year~~to totals due to such rounding.

OnIn ~~January~~addition, 30as of February 1, 2026, the Company ~~executed~~issued ~~its~~to ~~Amended~~EQT ~~and~~Holdings ~~Restated~~AB, ~~Limited~~an ~~Liability~~indirect ~~Company~~subsidiary ~~Agreement~~of EQT AB, a total of approximately 394,158 Class E Shares of the Company (the “~~A&R~~Class ~~LLCA~~E Shares”), ~~which~~valued ~~amended~~at ~~and~~$25.00 ~~restated~~per Class E Share, in exchange for the ~~Company’s~~contribution ~~Limited~~to ~~Liability~~the Company ~~Agreement,~~of ~~dated~~ownership asinterests ofin ~~June~~ju:niz 20Energy GmbH, ~~2024~~a battery energy storage system developer and operator.

AThe ~~description~~offer and sale of the ~~A&R~~Investor ~~LLCA~~Shares ~~was~~and ~~included~~Class ~~under~~E ~~“Item~~Shares ~~11.~~were ~~Description~~exempt from the registration provisions of ~~Registrant’s~~the Securities toAct beof ~~Registered—Summary~~1933, ofas ~~the~~amended, ~~LLC~~by ~~Agreement”~~virtue of ~~Post-Effective~~Section ~~Amendment~~4(a)(2), ~~No.~~including 2Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. ~~Such~~investors ~~description~~outside isof ~~incorporated~~the byUnited ~~reference~~States) ~~herein~~thereunder.

Such summary description of the A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the A&R LLCA, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 30, 2026, by a written consent, EQT Holdings AB, an indirect subsidiary of EQT AB and the Company’s sole Class Q Member, approved the A&R LLCA, as described under Item 5.03 of this Current Report on Form 8-K.

Item 8.01. Other Events.

On January 30, 2026, the Board of Directors of the Company adopted a revised share repurchase plan (the “Share Repurchase Plan”) to reflect the addition of the Company’s Class A-D Shares, Class A-I Shares, Class A-S Shares and Class D Shares. Pursuant to the Share Repurchase Plan, the Company’s shareholders may request that the Company repurchase all or a portion of their shares, subject to the terms and limitations contained in the Share Repurchase Plan.

The Company does not expect to make repurchases under the Share Repurchase Plan until after September 30, 2026.

The foregoing summary description of the Share Repurchase Plan does not purport to be complete and is qualified in its entirety by reference to the Share Repurchase Plan, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
3.1	Amended and Restated Limited Liability Company Agreement, by and among EQT Holdings AB, EQT Partners Inc. and the Members, dated as of January 30, 2026
4.1	Share Repurchase Plan
10.1	Management Agreement, between EQT Infrastructure Company LLC, EQIC Holdings L.P. and EQT Partners Inc., dated as of January 30, 2026
10.2	Trademark License Agreement, between EQT Infrastructure Company LLC and EQT AB, dated as of January 30, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: January 30, 2026		EQT Infrastructure Company LLC
Date: February 3, 2026	EQT Infrastructure Company LLC
	By:	~~By:~~/s/ Bethany Oleynick	~~/s/ Bethany Oleynick~~
			Name: Bethany Oleynick
	Name:	Bethany Oleynick
			Title: Legal Director and Secretary
	Title:	Legal Director and Secretary

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