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BCS

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 October 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”):…

Filed Nov 2, 2026Accepted Nov 2, 2026, 4:05 PM ESTCIK 2059924Accession 0001213900-26-114921
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Recent company filings

  1. Unregistered Sales of Equity Securities · Other EventsOct 2, 2026
  2. D/A filingSep 18, 2026
  3. Unregistered Sales of Equity Securities · Other EventsSep 2, 2026
  4. 10-Q filingAug 14, 2026
  5. Unregistered Sales of Equity Securities · Other EventsAug 5, 2026

Disclosure sections

Items 3.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities. As of October 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 Net Shares Sold* Consideration* ────────────────────────────────────────────────────── Series I F-STE Shares 43,637 $1,392,900 F-DTE Shares - - F-ITE Shares 1,086 35,000 F-JTE Shares - - STE Shares - - DTE Shares - - ITE Shares 630,489 20,000,000 JTE Shares 12,677 405,000 ETE Shares - - Series II(1) F-S Shares 86,189 2,765,000 F-I Shares 25,860 835,000 F-J Shares - - I Shares 42,502 1,049,600 J Shares 111,207 2,754,250 E Shares 9,236 312,500 (1) Only reflects share classes outstanding as of October 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 $29,549,250 (the “Proceeds”). The offer and sale of the shares above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. Asset Acquisitions During the month of October 2026, the Company acquired two new assets for its portfolio (i) an equity investment in Milestone Environmental, a leading provider of energy-waste management services, and (ii) an equity investment in Oriden LLC, a U.S. renewable development platform. Transactional Net Asset Value On October 27, 2026, the operating manager of the Company determined the Transactional Net Asset Value per share, being the price at which sales of the Company’s shares are made, of the following classes of the Company’s shares as of September 30, 2026 ($ in thousands, except shares and per share data): Class Monthly Number of Transactional Transactional Net Asset Value* Shares Net Asset Value Outstanding* per Share as of September 30, 2026 ─────────────────────────────────────────────────────────────────────────────────────────── Series I F-STE Shares $47,764 1,496,343 $31.92 F-DTE Shares 13,021 410,173 31.74 F-ITE Shares 7,773 241,132 32.23 F-JTE Shares 24,065 756,708 31.80 STE Shares 3 110 31.42 DTE Shares 3 110 31.57 ITE Shares 322 10,152 31.72 JTE Shares 4,351 136,202 31.95 ETE Shares 3 82 32.76 Series II(1) F-S Shares 90,181 2,811,092 32.08 F-I Shares 31,129 964,065 32.29 F-J Shares 136,802 4,285,396 31.92 I Shares 2,413 97,718 24.70 J Shares 17,234 695,851 24.77 E Shares 16,018 473,441 33.83 * Share and dollar amounts rounded to the nearest whole number. (1) Only reflects share classes outstanding as of October 1, 2026 held by third parties. 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.
Filed exhibits (1)
EX-99.1 (by filename) ea031041701ex99-1.htm

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 …

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