Item 3.02 Unregistered Sales of Equity Securities. As of May 1, 2026, ISQ Open Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares of the Company to investors for cash or for services rendered by the independent directors of the Boards of Directors of the Company: Class Number of Shares Sold* Aggregate Net Consideration* Series I F-S TE Shares 117,858 $ 3,795,750 F-D TE Shares - - F-I TE Shares 12,629 408,000 F-J TE Shares - - S TE Shares - - D TE Shares - - I TE Shares - - J TE Shares 20,219 645,000 E TE Shares - - Series II (1) F-S Shares 122,982 3,965,000 F-I Shares 57,441 1,860,896 F-J Shares 1,867 60,000 J Shares 84,470 2,111,750 E Shares 3,524 119,000 (1) Only reflects share classes outstanding as of May 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 $12,965,396 (the “Proceeds”). The offer and sale of the shares above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder. 1
Isq Open Infrastructure Co LLC - 8-K
Accession
0001213900-26-0641503.028.019.01
Item 3.02 - Unregistered Sales of Equity Securities
218 words
Item 8.01 - Other Events
250 words · Exhibit 99.1 attached
Item 8.01 Other Events. Transactional Net Asset Value On May 27, 2026, the operating manager of the Company determined the Transactional Net Asset Value per share, being the price at which sales of the Company’s shares are made, of the following classes of the Company’s shares as of April 30, 2026 ($ 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 April 30, 2026 Series I F-S TE Shares $ 33,141 1,029,029 $ 32.21 F-D TE Shares 12,856 401,563 32.02 F-I TE Shares 3,063 94,804 32.31 F-J TE Shares 23,814 742,081 32.09 S TE Shares 3 110 31.83 D TE Shares 4 110 31.94 I TE Shares 4 110 31.99 J TE Shares 3 110 31.90 E TE Shares 3 80 33.19 Series II (1)(2) F-S Shares 41,010 1,272,019 32.24 F-I Shares 23,007 710,169 32.40 F-J Shares 135,614 4,219,918 32.14 J Shares 2,111,750 84,470 25.00 E Shares 15,340 454,210 33.77 * Share and dollar amounts rounded to the nearest whole number. (1) Only reflects share classes outstanding as of May 1, 2026 held by third parties. (2) Class J Shares were first sold on May 1, 2026 as reflected in the table above under Item 3.02 and were sold at an initial Transactional Net Asset Value per Share of $25.00. For additional information, please see details included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Exhibit 99.1 · 980 words
EX-99.1 2 ea029294701ex99-1.htm NET ASSET VALUE AS OF APRIL 30, 2026 Exhibit 99.1 Net Asset Value We calculate net asset value per share in accordance with valuation policies and procedures that have been approved by our board of directors. Our GAAP net asset value (“GAAP Net Asset Value”) is our net asset value determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our Transactional Net Asset Value is calculated by adjusting our GAAP Net Asset Value as of the relevant valuation date for (i) the Excess Expenses (as defined in that certain Expense Limitation and Reimbursement Agreement between ISQ OpenInfra Registered Advisor LLC (the “Manager”) and us, dated as of August 11, 2025 (the “ELA”)) paid by the Manager pursuant to the ELA will be recognized as a reduction to Transactional Net Asset Value in the month we reimburse the Manager for such costs, (ii) shareholder servicing fees, as applicable, which are recognized as a reduction to Transactional Net Asset Value on a monthly basis as such fees are accrued (iii) the exclusion of tax liabilities of certain taxable subsidiaries through which we hold infrastructure assets that are contingent upon the expected manner of the divestment of the associated underlying infrastructure asset and are not expected to be recognized by us (although the current tax liabilities of any such taxable subsidiaries may be taken into account in determining the fair value of the associated underlying infrastructure assets) and (iv) assets acquired or sold pursuant to seller provided financing and/or delayed payment terms, Transactional Net Asset Value shall only reflect the portion of the asset acquired or sold that has been paid for and shall not account for the portion of the asset that remains financed. ISQ Open Infrastructure Company - Series I (“Series I”) Transactional Net Asset Value of Series I The following table provides a breakdown of the major components of Series I’s Transactional Net Asset Value as of April 30, 2026 ($ in thousands, except shares): Components of Transactional Net Asset Value April 30, 2026 Investments at fair value (cost of $64,628) (1)(2) $ 72,701 Cash and cash equivalents 5 Foreign currencies at fair value - Other assets 1,473 Other liabilities (1,288 ) Accrued performance participation allocation (2) - Management fee payable (2) - Accrued shareholder servicing fees and distribution fees (2) - Transactional Net Asset Value $ 72,891 Number of outstanding shares 2,267,997 (1) Series I’s sole investments are its shares in ISQ Open Infrastructure Company LLC - Series II. (2) Series I Shares bear their proportional share of the performance participation allocation, management fee and shareholder servicing fee indirectly based on their proportional interest in the same class of Series II Shares directly subject to these fees. Series I’s proportional share of these fees are included in investments at fair value. Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value for Series I The following table reconciles Series I’s GAAP Net Asset Value to Transactional Net Asset Value as of April 30, 2026 ($ in thousands): As of April 30, 2026 GAAP Net Asset Value $ 71,785 Adjustment: Accrued shareholder servicing fees (1) 1,106 Transactional Net Asset Value $ 72,891 (1) Represents an adjustment to reflect shareholder servicing fees related to Class F-S TE Shares, Class S TE Shares, Class F-S Shares, Class F-D TE Shares, Class D TE Shares, Class F-D Shares, Class F-J TE Shares, Class J TE Shares and Class F-J Shares sold as they are accrued on a monthly basis. ISQ Open Infrastructure Company - Series II (“Series II”) Transactional Net Asset Value of Series II The following table provides a breakdown of the major components of Series II’s Transactional Net Asset Value as of April 30, 2026 ($ in thousands, except shares): Components of Transactional Net Asset Value April 30, 2026 Investments at fair value (cost of $251,458) $ 294,550 Cash and cash equivalents 6 Foreign currencies at fair value - Other assets 10,217 Other liabilities (11,445 ) Accrued performance participation allocation (4,980 ) Management fee payable (171 ) Accrued shareholder servicing fees and distribution fees (1) (372 ) Transactional Net Asset Value $ 287,805 Number of outstanding shares 8,883,972 (1) Shareholder servicing fees for Series II apply only to Class F-S TE Shares, Class S TE Shares, Class F-S Shares, Class S Shares, Class F-D TE Shares, Class D TE Shares, Class F-D Shares, Class D Shares, Class F-J TE Shares, Class J TE Shares, Class F-J Shares and Class J Shares. For purposes of Transactional Net Asset Value, Series II recognizes shareholder servicing fees as a reduction to Transactional Net Asset Value on a monthly basis as such fees are accrued. For purposes of GAAP Net Asset Value, Series II accrues the cost of the shareholder servicing fees for the estimated life of the shares as an offering cost at the time we sell Class F-S TE Shares, Class S TE Shares, Class F-S Shares, Class S Shares, Class F-D TE Shares, Class D TE Shares, Class F-D Shares, Class D Shares, Class F-J TE Shares, Class J TE Shares, Class F-J Shares and Class J Shares. Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value for Series II The following table reconciles Series II’s GAAP Net Asset Value to Transactional Net Asset Value as of April 30, 2026 ($ in thousands): As of April 30, 2026 GAAP Net Asset Value $ 283,598 Adjustment: Accrued shareholder servicing fees (1) 4,207 Transactional Net Asset Value $ 287,805 (1) Represents an adjustment to reflect shareholder servicing fees related to Class F-S TE Shares, Class S TE Shares, Class F-S Shares, Class S Shares, Class F-D TE Shares, Class D TE Shares, Class F-D Shares, Class D Shares, Class F-J TE Shares, Class J TE Shares, Class F-J Shares and Class J Shares sold as they are accrued on a monthly basis.
Item 9.01 - Financial Statements and Exhibits
26 words
Item 9.01 Financial Statements and Exhibits. 99.1 Net Asset Value as of April 30, 2026 104 Cover Page Interactive Data File, formatted in Inline XBRL 2