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): April ~~March 27~~29, 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~~ 5700

(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 ~~March~~April 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:

Class	Number of Shares Sold*		Aggregate Net Consideration*
Series I
F-STE Shares		~~180~~511,~~438~~274	$	516,~~810~~332,~~833~~500
F-DTE Shares		-		-
F-ITE Shares		1722,~~354~~480		~~560~~720,000
F-JTE Shares		4433,~~988~~609		1,~~448~~071,~~000~~625
STE Shares		-		-
DTE Shares		-		-
ITE Shares		-		-
JTE Shares		-		-
ETE Shares		-		-
Series II(1)
F-S Shares		~~132~~512,~~395~~221		416,~~266~~367,~~469~~616
F-I Shares		~~124~~309,~~460~~611		49,~~017~~933,~~500~~000
F-J Shares		~~335~~249,~~538~~420		107,~~807~~963,~~058~~000
E Shares		401,~~735~~119		137,~~375,000~~500

(1) Only reflects share classes outstanding as of ~~March~~April 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 $2852,~~284~~425,~~860~~241 (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 ~~March~~April 2026, the Company increased its holdings in existing portfolio companies.

Transactional Net Asset Value

On ~~March~~ 27April 29, 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 ~~February~~March 2831, 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 ~~February~~March 2831, 2026
Series I
F-STE Shares	$	1016,~~863~~540		~~337~~517,~~317~~754	$	3231.2094
F-DTE Shares		12,~~904~~777		401,563		3231.1482
F-ITE Shares		12,~~774~~317		5472,~~971~~324		32.2703
F-JTE Shares		2122,~~355~~590		~~663~~708,~~483~~472		3231.1988
STE Shares		3		110		3231.0368
DTE Shares		43		110		3231.1177
ITE Shares		43		110		3231.1582
JTE Shares		3		110		3231.0874
ETE Shares		3		80		33.3807
Series II(1)
F-S Shares		2024,~~218~~279		~~627~~759,~~403~~798		3231.2395
F-I Shares		812,~~912~~851		~~276~~400,~~098~~558		32.2808
F-J Shares		~~117~~126,~~076~~762		3,~~634~~970,~~961~~498		3231.2193
E Shares		1315,~~919~~178		~~412~~453,~~345~~080		33.7550

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

Share and dollar amounts rounded to the nearest whole number.

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.

2Item 9.01 Financial Statements and Exhibits.

March Distribution

99.1		Net Asset Value as of March 31, 2026
104		Cover Page Interactive Data File, formatted in Inline XBRL

~~On March 31, 2026, the Company declared a special cash distribution on the following classes of the Company’s shares in the amounts per share set forth below:~~2

Class	Net Distribution
Series I
F-STE Shares	$	0.3399
F-DTE Shares		0.3399
F-ITE Shares		0.3399
F-JTE Shares		0.3399
STE Shares		0.3399
DTE Shares		0.3399
ITE Shares		0.3399
JTE Shares		0.3399
Series II
F-S Shares		0.3399
F-I Shares		0.3399
F-J Shares		0.3399
E Shares		0.3399

Signatures

~~The cash~~Pursuant ~~distribution for each class of shares is payable~~ to ~~holders of record at~~ the ~~close~~requirements of ~~business~~the onSecurities ~~March~~Exchange ~~31,~~Act ~~2026~~of ~~and will be paid~~1934, onthe orregistrant ~~about~~has ~~May~~duly 5,caused ~~2026.~~this ~~The~~report ~~net~~to ~~distribution will~~ be ~~paid~~signed inon ~~cash~~its orbehalf ~~reinvested~~by ~~in shares of~~ the ~~Company~~undersigned ~~for~~hereunto ~~shareholders~~duly ~~participating in the Company’s distribution reinvestment plan~~authorized.

~~The Company’s~~ISQ ~~current~~OPEN ~~liquidity~~INFRASTRUCTURE ~~position~~COMPANY ~~supports~~LLC ~~the~~By: board of directors (the “Board”) consideration of regular future dividends; however, any future dividends, including the timing and amount of any quarterly dividends, will be determined by the Board in its discretion and will depend on the Company’/s/ ~~financial~~Starr ~~condition,~~Frohlich ~~results~~Name: ofStarr ~~operations,~~Frohlich ~~cash~~Title: ~~requirements,~~Principal ~~and~~Financial ~~other factors at the time of declaration.~~Officer

~~Item~~Date: ~~9.01~~May ~~Financial~~5, ~~Statements and Exhibits.~~2026

99.1		Net Asset Value as of February 28, 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: April 2, 2026

Filing Compare · ISQ Open Infrastructure Co LLC