EQT Private Equity Co. LLC

05/27/2026 | Press release | Distributed by Public on 05/27/2026 14:00

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

As of May 1, 2026, EQT Private Equity Company LLC (the "Company") sold unregistered shares (the "Investor Shares") of the Company to third-party investors for cash for aggregate consideration of approximately $28,872,415, at a price per Investor Share equal to transactional net asset value ("Transactional Net Asset Value") per share for the applicable class, which corresponds to the price at which the Company sells and repurchases its shares. The following table provides details on the Investor Shares sold by the Company:

Class

Aggregate Number
of Shares Sold
(1, 2)

Aggregate
Consideration
(1)

Class A-I Shares

286,323

$

8,429,308

Class A-J1 Shares

194,085

5,690,083

Class A-J2 Shares

32,029

939,000

Class A-S Shares

490,674

13,814,024

Total

1,003,111

$

28,872,415

(1) Share and dollar amounts are rounded to the nearest whole number and may not sum to totals due to such rounding.

(2) The Company finalized the number of Investor Shares sold on May 20, 2026, following the calculation of the Company's Transactional Net Asset Value per share as of April 30, 2026 on May 20, 2026.

The offer and sale of the Investor Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Since inception on July 1, 2025, through the date of this Current Report on Form 8-K, the Company has sold approximately $746,228,713 of Investor Shares for cash as part of its continuous private offering (without giving effect to any share repurchases by the Company).

Additionally, as of May 1, 2026, the Company sold approximately 1,942,742 unregistered Class E Shares to EQT Holdings AB, an indirect subsidiary of EQT AB, for aggregate consideration of $58,140,000, based on the Transactional Net Asset Value per Class E Share as of April 30, 2026. The offer and sale of the Class E Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2).


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