Item 3.02 Unregistered Sales of Equity Securities.
As of June 1, 2026, Apollo Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares of the Company (with the final number of shares being determined on June 25, 2026) to third party investors for cash:
|
|
|
|
|
Type |
Number of Shares Sold |
|
|
Aggregate Consideration |
Series I |
|
|
|
|
A-II Shares |
262,897 |
|
$ |
7,546,200 |
I Shares |
179,511 |
|
|
5,058,000 |
Series II |
|
|
|
|
A-II Shares |
942,826 |
|
$ |
27,535,150 |
F-I Shares |
2,579 |
|
|
74,000 |
I Shares |
9,999 |
|
|
287,000 |
The offer and sale of the shares above were exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), 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.
Item 8.01 Other Events.
Net Asset Value
On June 25, 2026, the operating manager of the Company determined the net asset value (“Net Asset Value”) per share, being the price at which sales of the Company’s shares are made, of the following types of the Company’s shares as of May 31, 2026:
|
|
|
Type |
|
Net Asset Value per Share |
Series I |
|
|
A-II Shares |
$ |
28.70 |
F-I Shares |
$ |
28.21 |
E Shares |
$ |
29.17 |
I Shares |
$ |
28.18 |
S Shares |
$ |
28.15 |
Series II |
|
|
A-II Shares |
$ |
29.20 |
F-I Shares |
$ |
28.70 |
E Shares |
$ |
29.69 |
I Shares |
$ |
28.70 |
S Shares |
$ |
28.67 |
As of May 31, 2026, no F-S Shares or A-I Shares were outstanding for either Series I or Series II.
The Net Asset Value of the Company’s outstanding shares is also available on its website at https://www.apollo.com/infraco, but the contents of the website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.
Effective for any Net Asset Value struck as of a date on or after July 1, 2026, the Company will update the calculation methodology it uses to calculate the price per share of each of its share types, for the purposes of both subscriptions and repurchases, using a transactional net asset value ("Transactional Net Asset Value"). The current Net Asset Value ("GAAP Net Asset Value") is determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Transactional Net Asset Value will be calculated by adjusting GAAP Net Asset Value as of each relevant valuation date for some or all of the following, as applicable, (i) the recognition of the shareholder servicing fees and distribution fees on a monthly basis as such fees are accrued, (ii) the exclusion of certain deferred tax liabilities that, although required to be recognized under GAAP, are not expected to be incurred by the Company based on anticipated income, available deductions and the timing of realization events, and (iii) the amortization of certain organizational and offering expenses over a 60-month period.
For additional information, please see additional details included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.