Vistaone, L.P. - 8-K

Item 3.02. Unregistered Sales of Equity Securities.

As of May 1, 2026, VistaOne, L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $23.6 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

187,162

$

5,741,333

Class I

500,054

$

15,422,012

Class S

79,673

$

2,435,000

(1)

The number of Units sold by the Fund was finalized on May 27, 2026, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) as of April 30, 2026. Refer to Item 8.01 below for information on the Fund’s Transactional NAV.

(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 8.01. Other Events.

Transactional Net Asset Value

The Transactional NAV per Unit for each class of the Fund as of April 30, 2026, is as follows:

Class of Units

Transactional NAV per

Unit

Class A-B

$

30.72

Class B

$

30.68

Class A-D

$

30.84

Class A-I

$

30.88

Class I

$

30.84

Class A-S

$

30.60

Class S

$

30.56

Class R

$

25.17

Class E

$

32.29

As of April 30, 2026, no Class D or Class V Units were outstanding.

The Fund calculates Transactional NAV for purposes of establishing the price at which subscriptions and repurchases of the Fund’s Units are made. The Fund will also post the Transactional NAV per Unit on its website at https://pws.vistaequitypartners.com, 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 refer to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

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Unit Repurchase Program

The Fund offers a Unit repurchase program pursuant to which, on a quarterly basis, Unitholders may request that the Fund repurchase all or a portion of their outstanding Units. The Fund may repurchase fewer Units than have been requested in any particular quarter to be repurchased under the repurchase program, or none at all, in the Fund’s discretion. In addition, under the repurchase program, the aggregate net asset value of total repurchases of Class A-B Units, Class B Units, Class A-D Units, Class D Units, Class A-I Units, Class I Units, Class A-S Units, Class S Units, Class R Units and Class E Units will be limited to no more than 5% of the Fund’s aggregate net asset value attributable to such classes of Units per calendar quarter (measured using the average aggregate net asset value attributable to Unitholders as of the end of the immediately preceding calendar quarter). The General Partner may make exceptions to, modify or suspend the Unit repurchase program if it deems such action to be in the Fund’s best interest and the best interest of the holders of Class A-B Units, Class B Units, Class A-D Units, Class D Units, Class A-I Units, Class I Units, Class A-S Units, Class S Units, Class R Units and Class E Units.

On May 20, 2026, the Fund repurchased Class A-B Units, Class A-D Units, Class A-I Units and Class A-S Units, including through VistaOne (TE), L.P.’s investment in Class A-I Units of the Fund, in the following amounts, pursuant to its Unit repurchase program:

Total Number of Units Purchased

Average Price Paid Per Unit (1)

Aggregate Consideration for Units Purchased

1,538,720

$

30.48

$

46,923,919

(1)

Average Price Paid per Unit inclusive of the 5% early repurchase deduction, as applicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Transactional Net Asset Value as of April 30, 2026

104

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

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