UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 Shares Sold* | Aggregate Net 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 $29,549,250 (the “Proceeds”). The offer and sale of the shares above were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.
Item 8.01 Other Events.
Asset Acquisitions
During the month of October 2026, the Company acquired two new assets for its portfolio (i) an equity investment in Milestone Environmental, a leading provider of energy-waste management services, and (ii) an equity investment in Oriden LLC, a U.S. renewable development platform.
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Transactional Net Asset Value
On October 27, 2026, the operating manager of the Company determined the Transactional Net Asset Value per share, being the price at which sales of the Company’s shares are made, of the following classes of the Company’s shares as of September 30, 2026 ($ in thousands, except shares and per share data):
| Class | Monthly Transactional Net Asset Value* | Number of Shares Outstanding* | Transactional Net Asset Value 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.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Net Asset Value as of September 30, 2026 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ISQ OPEN INFRASTRUCTURE COMPANY LLC | ||
| By: | /s/ Starr Frohlich | |
| Name: | Starr Frohlich | |
| Title: | Principal Financial Officer | |
Date: November 2, 2026
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