UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

ISQ Open Infrastructure Company LLC

(Exact name of registrant as specified in its charter)

Delaware

000-56735

33-2876284

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

600 Brickell Avenue, PH, Miami, FL		33131
(Address of principal executive offices)		(Zip Code)

(786) 693-5739

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

As of January 1, 2026, ISQ Open Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares of the Company to investors for cash:

Class	Number of Shares Sold*		Aggregate Net Consideration*
Series I
F-S_TE Shares		215,009	$	6,520,000
F-D_TE Shares		-		-
F-I_TE Shares		12,191		370,000
F-J_TE Shares		63,342		1,921,500
S_TE Shares		-		-
D_TE Shares		-		-
I_TE Shares		-		-
J_TE Shares		-		-
E_TE Shares		-		-
Series II⁽¹⁾
F-S Shares		67,927		2,060,000
F-I Shares		53,330		1,618,310
F-J Shares		507,984		15,397,000
E Shares		17,919		562,500

(1)	Only reflects share classes outstanding as of January 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 $28,449,310 (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 January 2026, the Company increased its holdings in existing portfolio companies and acquired one new asset for its portfolio, an equity investment in Eagle Recycling Parent, Inc., the parent company of Liberty Tire, one of the largest tire recyclers in North America.

Transactional Net Asset Value

On January 30, 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 December 31, 2025:

Class	Monthly Transactional Net Asset Value		Number of Shares Outstanding		Transactional Net Asset Value per Share as of December 31, 2025
Series I
F-S_TE Shares	$	3,265		107,654	$	30.32
F-D_TE Shares		12,116		400,110		30.28
F-I_TE Shares		1,245		41,020		30.35
F-J_TE Shares		17,563		578,956		30.34
S_TE Shares		3		110		30.25
D_TE Shares		3		110		30.29
I_TE Shares		3		110		30.32
J_TE Shares		3		110		30.28
E_TE Shares		3		80		31.49
Series II⁽¹⁾
F-S Shares		13,607		448,694		30.33
F-I Shares		6,302		207,668		30.35
F-J Shares		86,771		2,862,789		30.31
E Shares		11,864		377,933		31.39

(1)	Only reflects share classes outstanding as of January 1, 2026 held by parties other than the Company.

*	Share and dollar amounts rounded to the nearest whole number.

For additional information, please see additional 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 December 31, 2025
104		Cover Page Interactive Data File, formatted in Inline XBRL

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: February 5, 2026

ISQ Open Infrastructure Co LLC 8-K