EQT Infrastructure 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 Infrastructure Company LLC (the "Company") sold unregistered shares (the "Investor Shares") of the Company to third-party investors for cash for aggregate consideration of approximately $89,767,386, 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

2,529,034

$

68,840,386

Class A-S Shares

413,788

11,240,000

Class M-I Shares

29,495

762,000.00

Class M-S Shares

345,458

8,925,000

Total

3,317,775

$

89,767,386

(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 February 1, 2026, through the date of this Current Report on Form 8-K, the Company has sold approximately $539,645,744 of Investor Shares for cash as part of its continuous private offering.

In addition, on May 26, 2026, the Company issued to EQT Holdings AB, an indirect subsidiary of EQT AB, approximately 239,536 Class E Shares of the Company (the "Class E Shares"), valued at approximately $27.46 per Class E Share, in exchange for the contribution to the Company of a portion of EQT Holdings AB's ownership interests in Reworld Holding Corporation, a leading sustainable waste solutions provider. 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).

EQT Infrastructure Co. LLC published this content on May 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 27, 2026 at 20:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]