Form D · Private Equity Fund

IIF Private Investors Offshore SICAV-RAIF S.A.

Luxembourg, N4 · CIK 0001885851

Offering snapshot reported Feb 17, 2026 · SEC filing

Reported sold
$3.16B
Indefinite offering
Investors reported
1,971
Form D · investor count
Minimum accepted
$250K
Reported outside-investor minimum
First sale
Sep 30, 2021
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$1.58B$3.16BOct 19, 2021: $11,500,000.00Oct 19, 2021Nov 9, 2021: $23,150,000.00Dec 9, 2021: $60,550,000.00Jan 7, 2022: $111,280,000.00Feb 10, 2022: $162,780,000.00Mar 14, 2022: $203,930,000.00Apr 13, 2022: $238,280,000.00May 6, 2022: $259,030,000.00Jun 8, 2022: $285,155,000.00Aug 10, 2022: $327,505,000.00Sep 12, 2022: $363,095,000.00Nov 9, 2022: $423,115,000.00Feb 9, 2023: $463,015,000.00May 11, 2023: $535,965,000.00Jul 11, 2023: $580,765,000.00Oct 10, 2023: $673,550,000.00Mar 7, 2024: $780,250,000.00Jun 10, 2024: $971,375,000.00Aug 9, 2024: $1,062,225,000.00Nov 7, 2024: $1,237,010,000.00Jan 17, 2025: $1,458,565,000.00Mar 18, 2025: $1,741,550,000.00May 15, 2025: $2,059,055,000.00Jul 7, 2025: $2,385,465,420.00Oct 14, 2025: $2,708,375,820.00Feb 17, 2026: $3,155,948,820.00Feb 17, 2026

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

  • Reported sold$2,708,375,820 → $3,155,948,820
  • Reported investors1,697 → 1,971

Filing history

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FiledFiling typeReported soldChange vs linked filingInvestorsSource
Feb 17, 2026Amendment$3,155,948,820$447,573,000vs Oct 14, 20251,971SEC filing
Oct 14, 2025Amendment$2,708,375,820$322,910,400vs Jul 7, 20251,697SEC filing
Jul 7, 2025Amendment$2,385,465,420$326,410,420vs May 15, 20251,487SEC filing
May 15, 2025Amendment$2,059,055,000$317,505,000vs Mar 18, 20251,300SEC filing
Mar 18, 2025Amendment$1,741,550,000$282,985,000vs Jan 17, 20251,077SEC filing
Jan 17, 2025Amendment$1,458,565,000$221,555,000vs Nov 7, 2024923SEC filing
Nov 7, 2024Amendment$1,237,010,000$174,785,000vs Aug 9, 2024814SEC filing
Aug 9, 2024Amendment$1,062,225,000$90,850,000vs Jun 10, 2024715SEC filing
Jun 10, 2024Amendment$971,375,000$191,125,000vs Mar 7, 2024649SEC filing
Mar 7, 2024Amendment$780,250,000$106,700,000vs Oct 10, 2023514SEC filing
Oct 10, 2023Amendment$673,550,000$92,785,000vs Jul 11, 2023441SEC filing
Jul 11, 2023Amendment$580,765,000$44,800,000vs May 11, 2023383SEC filing
May 11, 2023Amendment$535,965,000$72,950,000vs Feb 9, 2023354SEC filing
Feb 9, 2023Amendment$463,015,000$39,900,000vs Nov 9, 2022324SEC filing
Nov 9, 2022Amendment$423,115,000$60,020,000vs Sep 12, 2022293SEC filing
Sep 12, 2022Amendment$363,095,000$35,590,000vs Aug 10, 2022253SEC filing
Aug 10, 2022Amendment$327,505,000$42,350,000vs Jun 8, 2022221SEC filing
Jun 8, 2022Amendment$285,155,000$26,125,000vs May 6, 2022189SEC filing
May 6, 2022Amendment$259,030,000$20,750,000vs Apr 13, 2022166SEC filing
Apr 13, 2022Amendment$238,280,000$127,000,000vs Jan 7, 2022151SEC filing
Mar 14, 2022Amendment$203,930,000$41,150,000vs Feb 10, 2022126SEC filing
Feb 10, 2022Amendment$162,780,000$51,500,000vs Jan 7, 2022112SEC filing
Jan 7, 2022Amendment$111,280,000$50,730,000vs Dec 9, 202177SEC filing
Dec 9, 2021Amendment$60,550,000$37,400,000vs Nov 9, 202142SEC filing
Nov 9, 2021Amendment$23,150,000$11,650,000vs Oct 19, 202128SEC filing
Oct 19, 2021Initial$11,500,000No comparison10SEC filing

Offering details

Securities
Pooled investment fund
Exemptions
06b, 3C, 3C.7
Duration over one year
Yes
Business combination
No
Sales commissions
$23.9M (estimated)
Finders' fees
$0
Form D file number
021-417477

Sales compensation recipients

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RecipientCRDAssociated broker-dealer
NoneNoneJ.P. Morgan Securities LLC · CRD 079

Source: Form D, filed Feb 17, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

IIF PRIVATE INVESTORS OFFSHORE SICAV-RAIF S.A.

Investment adviser: WAYSTONE MANAGEMENT COMPANY (IE) LIMITED

Gross asset value
$1.57B
Beneficial owners
1,380
ADV minimum commitment
$500K

Reported in Form ADV on Mar 31, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator JP MORGAN PRIVATE INVESTMENTS INC NEW YORK, New York, United States Investor statements: Yes (provided to all investors) Related to adviser: No
Auditor PRICEWATERHOUSECOOPERS GEORGE TOWN, Cayman Islands
Custodian CITIBANK EUROPE PLC. BERTRANGE, Luxembourg Related to adviser: No
Marketer J.P. MORGAN SECURITIES LLC NEW YORK, New York, United States Related to adviser: No
Provider details
Annual audit
Yes
Prime brokers
No
Custodians
Yes
Administrator other than the adviser
Yes
External marketing
Yes

PRICEWATERHOUSECOOPERS
PCAOB 1266

CITIBANK EUROPE PLC.
LEI IE132781

J.P. MORGAN SECURITIES LLC
CRD 79 · SEC 801-3702

Filing source

Form ADV 2052336 · Mar 31, 2026 · Schedule D 7.B.(1), fund 805-3436394142

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
NameReported role
Darren Gorman Director
None J.P. Morgan Private Investments Inc Executive, Promoter
None J.P. Morgan Private Investments Inc. Executive, Promoter
Caoimhghin O'donnell Director
Nicholas Parkes Director
Martin Vogel Director
None Waystone Management Company (Ie) Limited Promoter

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
2 Rue Jean Monnet
Luxembourg, N4, L-2180