ISQ Open Infrastructure Co LLC 8-K

What Happened
ISQ Open Infrastructure Company LLC filed an 8-K on Jan 6, 2026 disclosing that, as of Dec 1, 2025, it issued and sold unregistered shares for aggregate net proceeds of $22,853,750. The company also reported that on Dec 24, 2025 its operating manager determined the Transactional Net Asset Value (NAV) per share as of Dec 1, 2025 for multiple share classes. The filing notes the company increased its holdings in existing portfolio companies during December 2025.

Key Details

• Total unregistered share sales (Dec 1, 2025): $22,853,750 in aggregate net consideration.
• Largest single class sale reported: Series II F-J — 461,345 shares for $13,288,000. Other notable sales: F-S 174,130 shares for $5,013,750; F-JTE 80,568 shares for $2,322,000. Total share counts and dollar amounts were rounded to whole numbers in the filing.
• Sales were exempt from registration under Section 4(a)(2), including Regulation D (accredited investors) and/or Regulation S (non‑U.S. investors).
• Transactional NAVs (price for share sales) as of Dec 1, 2025: Series I classes (F-STE, F-DTE, F-ITE, F-JTE) and E Shares — $29.55 per share; Series II F-S — $28.79; F-I — $28.83; F-J — $28.80.

Why It Matters
The issuance of $22.85M in unregistered shares increases the company’s outstanding equity tied to these share classes and provides cash the company can deploy (the filing notes increased holdings in portfolio companies). The Transactional NAVs set the pricing benchmark for future share sales and give investors a recent per‑share valuation reference (different classes show small NAV variations). Because the sales were unregistered (Reg D/Reg S), they were made to accredited and/or non‑U.S. investors rather than through a public offering — a detail relevant for liquidity and investor base considerations.