ISQ Open Infrastructure Co LLC 8-K

What Happened ISQ Open Infrastructure Co LLC filed an 8-K on May 5, 2026 reporting that, as of April 1, 2026, it issued unregistered shares to investors (for cash and for services by independent directors) for total net proceeds of $52,425,241. The company also disclosed that its operating manager set the Transactional Net Asset Value (the price at which the company’s shares are sold) for various share classes as of March 31, 2026; those NAVs were determined on April 29, 2026. The filing also notes the company increased holdings in existing portfolio companies during April 2026.

Key Details

• Total unregistered equity sold: $52,425,241 (sales exempt under Section 4(a)(2) and Regulation D and/or Regulation S).
• Selected share sales (issued/sold as of April 1, 2026):
  • Series I F-STE: 511,274 shares for $16,332,500
  • Series I F-ITE: 22,480 shares for $720,000
  • Series I F-JTE: 33,609 shares for $1,071,625
  • Series II F-S: 512,221 shares for $16,367,616
  • Series II F-I: 309,611 shares for $9,933,000
  • Series II F-J: 249,420 shares for $7,963,000
  • Series II E: 1,119 shares for $37,500
• Transactional NAV highlights (as of March 31, 2026):
  • F-STE NAV $31.94 (517,754 shares outstanding)
  • F-S NAV $31.95 (759,798 shares outstanding)
  • F-J NAV $31.93 (3,970,498 shares outstanding)
  • E shares NAV $33.50 (453,080 shares outstanding)

Why It Matters These disclosures show the company raised over $52 million through private (unregistered) share issuances, which injects capital and/or compensates directors with equity. The Transactional NAVs give investors the official per-share pricing used for transactions as of March 31, 2026, which affects the price at which shares are bought or sold. Investors should note the sales were made under exemptions (not a registered public offering) and that NAVs and additional details are provided in the company’s supporting exhibit.