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
Date of Report (Date of earliest event reported): September 29, 2026
Macquarie Infrastructure Income Opportunities Fund
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-56868 | 41-6643038 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 660 Fifth Avenue | |
| New York, New York | 10103 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 917 847-5283
Not Applicable
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 x
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 Sale of Equity Securities.
In its monthly closing for September 2026, Macquarie Infrastructure Income Opportunities Fund (the "Company") sold shares of its Class J common shares of beneficial interest (the "Shares") as of September 1, 2026 for aggregate consideration of $7.39 million. The number of Shares to be issued was finalized on September 29, 2026. The purchase price per Share of each class of Shares equaled the Fund's net asset value ("NAV") per Share as of August 31, 2026. The following table details the Shares sold:
| Class of Shares | Amount of Shares Sold | Consideration |
| Class J | 290,031.399 | $7,390,000 |
| Total | 290,031.399 | $7,390,000 |
The offer and sale of the Shares were made as part of the Company's continuous private offering and were exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable. The Company relied upon representations from investors in their subscription agreements that each investor was either (i) an "accredited investor" as defined in Regulation D under the 1933 Act or (ii) not a "U.S. person" as defined in Regulation S under the 1933 Act.
Item 8.01 Other Events.
Net Asset Value
The net asset value (“NAV”) per Share as of August 31, 2026, as determined in accordance with the Company’s valuation policy, is set forth below.
| NAV as of August 31, 2026 | |
| Class J Shares | $25.48 |
As of August 31, 2026, the Company's aggregate NAV was approximately $695.8 million.
SIGNATURE
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.
| MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND | ||
| Date: October 5, 2026 | By: | /s/ Maximilian Cervelli |
| Name: | Maximilian Cervelli | |
| Title: | Chief Financial Officer | |