ISQ Open Infrastructure Co LLC 8-K

What Happened

• ISQ Open Infrastructure Co LLC filed an 8‑K reporting that, as of February 1, 2026, it issued and sold unregistered shares for total aggregate net consideration of $13,584,350. The share sales were made for cash and relied on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D (accredited investors) and Regulation S (non‑U.S. investors).
• The company also reported that in February 2026 it increased holdings in existing portfolio companies. On March 3, 2026 the operating manager set the Transactional Net Asset Value (TNAV) per share (the price at which the company’s shares are sold) as of January 31, 2026 for multiple share classes—generally around $31.60 per share, with certain E‑class shares at about $33.00.

Key Details

• Total proceeds from the unregistered share sales: $13,584,350.
• Selected share sales (as of Feb 1, 2026): Series I F-S TE: 14,224 shares for $449,850; F-ITE: 1,579 shares for $50,000; F-JTE: 18,989 shares for $600,000. Series II major sales: F-S 109,721 shares for $3,467,000; F-J 254,920 shares for $8,055,000; E shares 15,150 for $500,000; F-I 14,608 for $462,500.
• Transactional Net Asset Value (as of Jan 31, 2026, set Mar 3, 2026): major classes show NAV per share ≈ $31.60 (examples: F‑J TNAV $106,510 (thousands), 3,370,773 shares outstanding, $31.60 per share; F‑STE $10,205 (thousands), 322,664 shares, $31.63 per share). E‑class NAV per share ≈ $33.00.

Why It Matters

• Fundraising and dilution: the company raised $13.58M via private (unregistered) share sales, which increases outstanding capital and may affect ownership percentages for existing investors.
• Share pricing: the reported Transactional NAV per share is the price basis for sales of the company’s shares—knowing TNAV (~$31.60 for most classes; ~$33 for some E shares) helps investors assess valuation and the cost to buy newly issued shares.
• Activity signal: increased holdings in portfolio companies indicates the manager is deploying capital into existing investments; investors should monitor future disclosures for specifics on those acquisitions and any impact on portfolio performance.