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
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Date of Report (Date of earliest event reported): September 25, 2026 |
Apollo Infrastructure Company LLC
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-56561 |
92-3084689 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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9 West 57th Street, 42nd Floor |
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New York, New York |
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10019 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 212 515-3200 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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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 3.02 Unregistered Sales of Equity Securities.
As of September 1, 2026, the Company issued and sold the following unregistered shares of the Company (with the final number of shares being determined on September 25, 2026) to third party investors for cash:
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Type |
Number of Shares Sold(1) |
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Aggregate Consideration(1) |
Series I |
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A-II Shares |
452,949 |
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$ |
13,235,529 |
F-I Shares |
18,320 |
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525,000 |
E Shares |
26,887 |
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800,000 |
I Shares |
42,682 |
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1,220,000 |
Series II |
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A-II Shares |
1,688,883 |
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$ |
50,984,350 |
E Shares |
32,524 |
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1,000,000 |
I Shares |
10,383 |
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307,000 |
(1) Shares and dollar amounts are rounded to the nearest whole number.
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.
Transactional Net Asset Value
On September 25, 2026, the operating manager of the Company determined the transactional net asset value (“Transactional 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 August 31, 2026:
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Type |
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Transactional Net Asset Value per Share |
Series I |
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A-II Shares |
$ |
29.22 |
F-I Shares |
$ |
28.66 |
E Shares |
$ |
29.75 |
I Shares |
$ |
28.58 |
S Shares |
$ |
28.55 |
Series II |
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A-II Shares |
$ |
30.19 |
F-I Shares |
$ |
29.61 |
E Shares |
$ |
30.75 |
I Shares |
$ |
29.57 |
S Shares |
$ |
29.53 |
As of August 31, 2026, no F-S Shares or A-I Shares were outstanding for either Series I or Series II.
The Transactional 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.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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Apollo Infrastructure Company LLC |
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Date: |
September 25, 2026 |
By: |
/s/ Yvette Novo |
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Name: Yvette Novo
Title: Chief Financial Officer |