Isq Open Infrastructure Co LLC - 8-K

Item 3.02
Unregistered Sales of Equity Securities.

As of February 1,
2026, ISQ Open Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares of the Company
to investors for cash:

Class

Number of

Shares Sold*

Aggregate

Net Consideration*

Series I

F-S TE Shares

14,224

$

449,850

F-D TE Shares

-

-

F-I TE Shares

1,579

50,000

F-J TE Shares

18,989

600,000

S TE Shares

-

-

D TE Shares

-

-

I TE Shares

-

-

J TE Shares

-

-

E TE Shares

-

-

Series II (1)

F-S Shares

109,721

3,467,000

F-I Shares

14,608

462,500

F-J Shares

254,920

8,055,000

E Shares

15,150

500,000

(1)

Only reflects share classes outstanding as of February 1, 2026
held by third parties.

*

Share and dollar amounts rounded to the nearest whole number.

The Company issued such shares for total aggregate
net consideration of $13,584,350 (the “Proceeds”). The offer and sale of the shares above were exempt from the registration
provisions of the Securities Act of 1933, as amended, 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.

Asset Acquisitions

During the month of February 2026, the Company
increased its holdings in existing portfolio companies.

1

Transactional Net Asset Value

On March 3, 2026, the operating manager of the
Company determined the Transactional Net Asset Value per share, being the price at which sales of the Company’s shares are made,
of the following classes of the Company’s shares as of January 31, 2026 ($ in thousands, except shares and per share data):

Class

Monthly Transactional

Net
Asset Value

Number of

Shares
Outstanding

Transactional Net

Asset Value

per Share as of

January 31, 2026

Series I

F-S TE Shares

$

10,205

322,664

$

31.63

F-D TE Shares

12,623

400,110

31.55

F-I TE Shares

1,685

53,210

31.66

F-J TE Shares

20,295

642,298

31.60

S TE Shares

3

110

31.52

D TE Shares

3

110

31.59

I TE Shares

3

110

31.62

J TE Shares

3

110

31.57

E TE Shares

3

80

33.03

Series II (1)

F-S Shares

16,324

516,620

31.60

F-I Shares

8,263

260,998

31.66

F-J Shares

106,510

3,370,773

31.60

E Shares

13,065

395,852

33.00

(1)

Only reflects share classes outstanding as of February 1, 2026
held by parties other than the Company.

*

Share and dollar amounts rounded to the nearest whole number.

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.

99.1

Net Asset Value as of January 31, 2026

104

Cover Page Interactive Data File, formatted in Inline XBRL

2