EQT Infrastructure Co LLC 8-K

What Happened

• EQT Infrastructure Company LLC filed an 8‑K (Item 3.02) disclosing that, as of March 1, 2026, it sold unregistered Investor Shares for aggregate cash proceeds of approximately $146,748,589. The sales were finalized March 18, 2026 after calculating the Company’s Transactional Net Asset Value (Transactional NAV) per share as of February 28, 2026. The Investor Shares were sold at a price equal to the Transactional NAV per share (the same price used for the company’s routine sales and repurchases).

Key Details

• Class A‑I: 4,907,873 shares sold for $126,283,589.
• Class A‑S: 795,869 shares sold for $20,465,000.
• Total shares sold in this transaction: 5,703,741 for $146,748,589 (rounded).
• The offering was 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 inception (Feb 1, 2026) through the filing date, the Company has sold about $325,439,726 of Investor Shares in its continuous private offering.

Why It Matters

• This filing shows the company raised cash through private, unregistered share sales at Transactional NAV, which provides immediate capital and is part of an ongoing private offering. For investors, note the potential impact on shares outstanding and NAV per share dynamics: sales at Transactional NAV are intended to be neutral to existing holders’ per‑share NAV, but increased share issuance affects total capital and ownership percentages. The exemption from registration means these shares were sold to qualified (e.g., accredited or non‑U.S.) investors rather than via a public offering.