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~~March 303, 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 8 3.~~01.~~02 Unregistered ~~Other~~Sales ~~Events~~of Equity Securities.

OnAs ~~January~~of ~~30,~~February 1, 2026, ISQ Open Infrastructure Company LLC (the “Company”) ~~declared~~ aissued ~~special~~and ~~cash~~sold ~~distribution on~~ the following ~~classes~~unregistered shares of the Company’s to ~~shares~~investors infor ~~the amounts per share set forth below~~cash:

Class	~~Net~~Number ~~Distribution~~of Shares Sold*		Aggregate Net Consideration*
Series I
Class F-ITE Shares	$	0.1100
F-STE Shares		14,224	$	449,850
Class F-STE Shares		0.1100
F-DTE Shares		-		-
Class F-DTE Shares		0.1100
F-ITE Shares		1,579		50,000
Class F-JTE Shares		0.1100
F-JTE Shares		18,989		600,000
Class ITE Shares		0.1100
STE Shares		-		-
Class STE Shares		0.1100
DTE Shares		-		-
Class DTE Shares		0.1100
ITE Shares		-		-
Class JTE Shares		0.1100
JTE Shares		-		-
Class ETE Shares		0.1100
ETE Shares		-		-
Series II
Series II(1)
Class F-I Shares		0.1100
F-S Shares		109,721		3,467,000
Class F-S Shares		0.1100
F-I Shares		14,608		462,500
Class F-J Shares		0.1100
F-J Shares		254,920		8,055,000
Class E Shares		0.1100
E Shares		15,150		500,000

~~The~~(1) ~~special~~Only ~~cash~~reflects ~~distribution~~share ~~for~~classes ~~each~~outstanding ~~class~~as of ~~shares~~February ~~is payable to holders of record at the close of business on January 31~~1, 2026 ~~and~~held ~~will~~by bethird ~~paid on or about March 7, 2026~~parties. ~~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~~Share ~~current liquidity position supports the board of directors (the “Board”) consideration of regular future dividends; however, any future dividends, including the timing~~ and ~~amount~~ ofdollar ~~any~~amounts ~~quarterly~~rounded ~~dividends,~~to ~~will be determined by~~ the ~~Board~~nearest inwhole ~~its discretion and will depend on the Company’s financial condition, results of operations, cash requirements, and other factors at the time of declaration~~number.

1The Company issued such shares for total aggregate net consideration of $13,584,350 (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.

~~Signatures~~Item 8.01 Other Events.

~~Pursuant~~Asset ~~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.~~Acquisitions

	ISQ OPEN INFRASTRUCTURE COMPANY LLC
	/s/ Starr Frohlich
Date: February 5, 2026	Name:	Starr Frohlich
	Title:	Principal Financial Officer

During the month of February 2026, the Company increased its holdings in existing portfolio companies.

Transactional Net Asset Value

On March 3, 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 January 31, 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 January 31, 2026
Series I
F-S_TE Shares	$	10,205		322,664	$	31.63
F-D_TE Shares		12,623		400,110		31.55
F-I_TE Shares		1,685		53,210		31.66
F-J_TE Shares		20,295		642,298		31.60
S_TE Shares		3		110		31.52
D_TE Shares		3		110		31.59
I_TE Shares		3		110		31.62
J_TE Shares		3		110		31.57
E_TE Shares		3		80		33.03
Series II₍₁₎
F-S Shares		16,324		516,620		31.60
F-I Shares		8,263		260,998		31.66
F-J Shares		106,510		3,370,773		31.60
E Shares		13,065		395,852		33.00

(1)

Only reflects share classes outstanding as of February 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 January 31, 2026
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: March 9, 2026

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