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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): June 29, 2026

VistaOne, L.P.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

000-56714

33-1386882

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

Four Embarcadero Center, 20th Floor

San Francisco, California

94111

(Address of Principal Executive Offices)

(Zip Code)

(415) 765-6500

(Registrant’s telephone number, including area code)

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

None.

None.

None.

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 June 1, 2026, VistaOne, L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $40.1 million.

The following table provides details on the Units sold by the Fund to third-party investors:

Class

 

Number of Units Sold(1,2)

Aggregate
Consideration
(2)

Class B

 

23,844

$

735,000

Class I

 

342,780

$

10,627,949

Class R

 

 

 

1,062,543

 

 

$

26,897,000

Class S

 

 

 

60,466

 

 

$

1,856,500

 

(1)
The number of Units sold by the Fund was finalized on June 29, 2026, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) as of May 31, 2026.
(2)
Unit and dollar amounts are rounded to the nearest whole number.

 

The offer and sale of the Units were made as part of the Fund’s continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), including Regulation D and Regulation S thereunder. Units presented above were sold to third-party investors, including through VistaOne (TE), L.P., a Delaware limited partnership formed for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

Description

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

 

VistaOne, L.P.

 

 

 

 

Date: June 30, 2026

 

By:

/s/ Heather Wilkins

 

 

Name:

Heather Wilkins

 

 

Title:

Principal Financial Officer and Principal Accounting Officer

 

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