EX-99.1 2 ea029671901ex99-1.htm NET ASSET VALUE AS OF MAY 31, 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…
Open exhibit ↗Current Report · Items 3.02, 8.01, 9.01 · 8-K
ISQ Open Infrastructure Co LLC
Unregistered Sales of Equity Securities · Other Events
Item 3.02 Unregistered Sales of Equity Securities. As of June 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 (the “Board”):…
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
As of June 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 (the “Board”):
Class Number of Aggregate
Shares Sold* Net Consideration*
──────────────────────────────────────────────────────────
Series I
F-STE Shares 75,837 $2,453,000
F-DTE Shares - -
F-ITE Shares 46,123 1,498,375
F-JTE Shares - -
STE Shares - -
DTE Shares - -
ITE Shares - -
JTE Shares 66,124 2,152,000
ETE Shares - -
Series II(1)
F-S Shares 637,287 20,642,441
F-I Shares 64,943 2,115,000
F-J Shares - -
I Shares 13,000 325,000
J Shares 102,973 2,585,000
E Shares 4,413 150,000
(1) Only reflects share classes outstanding as of June 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 $31,920,816 (the “Proceeds”). The offer and sale of the shares above were exempt from the registration provisions of the
Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation
S (for sales to non-U.S. investors outside of the United States) thereunder.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Asset Acquisitions
In June 2026, the Company acquired two new assets for its portfolio:
(i) an equity investment in Mercury Data Center Holdings Limited, a leading data center operator in Mexico, Central America and the Caribbean,
and (ii) an equity investment in the Cube Safety HoldCo Limited, a leading European and North American provider in traffic management
and road safety infrastructure.
Transactional Net Asset Value
On June 29, 2026, the operating manager of the Company determined the
Transactional Net Asset Value per share, being the price at which sales of the Company’s shares are made, of the following classes
of the Company’s shares as of May 31, 2026 ($ in thousands, except shares and per share data):
Class Monthly Number Transactional
of
Transactional Net Asset Value
Shares
Net Asset Value* Outstanding* per
Share as of
May 31, 2026
────────────────────────────────────────────────────────────────────────────────
Series I
F-STE Shares $37,198 1,150,016 $32.35
F-DTE Shares 13,054 405,809 32.17
F-ITE Shares 3,513 108,151 32.49
F-JTE Shares 24,149 749,143 32.23
STE Shares 3 110 31.94
DTE Shares 3 110 32.06
ITE Shares 4 110 32.11
JTE Shares 662 20,329 32.54
ETE Shares 3 81 33.28
Series II(1)(2)
F-S Shares 45,323 1,399,247 32.39
F-I Shares 25,071 769,837 32.57
F-J Shares 137,309 4,252,997 32.29
I Shares 325 13,000 25.00
J Shares 2,121 84,470 25.10
E Shares 15,703 462,007 33.99
* Share and dollar amounts rounded to the nearest whole number.
(1) Only reflects share classes outstanding as of June 1, 2026 held by third parties.
(2) Class I Shares were first sold on June 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.
2
June Distribution
On June 30, 2026, the Company declared a special cash distribution
on the following classes of the Company’s shares in the amounts per share set forth below:
Class Net Distribution
──────────────────────────────────────
Series I
F-STE Shares $0.3424
F-DTE Shares 0.3424
F-ITE Shares 0.3424
F-JTE Shares 0.3424
STE Shares 0.3424
DTE Shares 0.3424
ITE Shares 0.3424
JTE Shares 0.3424
Series II
F-S Shares 0.3424
F-I Shares 0.3424
F-J Shares 0.3424
I Shares 0.3424
J Shares 0.3424
E Shares 0.3424
The cash distribution for each class of shares is payable to holders
of record at the close of business on June 29, 2026 and will be paid on or about August 4, 2026. The net distribution will be paid in
cash or reinvested in shares of the Company for shareholders participating in the Company’s distribution reinvestment plan.
The Company’s current liquidity position supports the Board’s
consideration of regular future distributions; however, any future distributions, including the timing and amount of any quarterly distributions,
will be determined by the Board in its discretion and will depend on the Company’s financial condition, results of operations, cash
requirements, and other factors at the time of declaration.