Related Party Transactions

12 Months Ended

Dec. 31, 2025

ISQ Open Infrastructure Company LLC - Series I [Member]

Related Party Transactions [Line Items]

RELATED PARTY TRANSACTIONS

3. RELATED PARTY TRANSACTIONS

Management Agreement

The Company on behalf of each Series entered into the Management Agreement with the Manager on September 2, 2025. Under the Management Agreement, the Manager is responsible for identifying, assessing, and overseeing the Company’s investment opportunities. The Manager also provides recommendations to the Principal Committee (or a member thereof) acting on behalf of Series II regarding the acquisition, management, financing, and sale of the Company’s assets (including the Infrastructure Assets), in alignment with the Company’s objectives, guidelines, policies, and limitations.

Expense Limitation and Reimbursement Agreement

The Company, on behalf of each Series, entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager on August 11, 2025, pursuant to which the Manager agreed to forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company (and in turn each Series), to the extent necessary through and including June 30, 2026, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company, on behalf of each Series, agreed to carry forward the amount of any forgone management fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager will be permitted to recapture a Specified Expense in the same year it is incurred. This arrangement will not be permitted to be terminated prior to June 30, 2026, without the consent from the board of directors (the “Board”). “Specified Expenses” is defined to include all expenses incurred in the business of the Company and each Series, including organizational and offering costs and any costs associated with the transfer of a warehoused Infrastructure Asset to the Company, with the exception of (i) the management fee, (ii) the performance participation allocation, (iii) the servicing fee, (iv) Infrastructure Asset level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Company acquires its first Infrastructure Asset(s) (the “Initial Close”), (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (vii) taxes, (viii) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Close, (ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Manager).

As of December 31, 2025, the Manager agreed to reimburse expenses of $642,214 incurred by the Company for the period from March 28, 2025 to December 31, 2025, pursuant to the Expense Limitation Agreement. The amount is subject to recoupment within a five-year period. As of December 31, 2025, Series I recorded $476,948 as Due from Manager.

The Manager believes that it is not probable for Series I to be required to reimburse the expenses waived by the Manager.

For the Period Ended	Amount		Last Expiration Date
December 31, 2025	$	642,214	December 31, 2030
Total	$	642,214

Excluded from the amount above is $1,287,838 of Expense Support from Manager for the period from March 28, 2025 to December 31, 2025. This amount represents Series I’s proportionate share of reimbursement that is allocated to it through its investment in Series II and is included within the Consolidated Statement of Operations within the net investment income and expenses allocated from Series II.

Organizational Expenses and Offering Expenses

During the period ended December 31, 2025, Series I incurred organizational expenses related to legal, accounting, regulatory filings, and other out-of-pocket costs associated with the formation of Series I and its intermediate entities. Certain of these organizational expenses were initially paid by the Manager on behalf of Series I.

Pursuant to the Company’s governing documents, the Company reimburses the Manager for organizational expenses incurred prior to the commencement of operations, subject to the terms of the Expense Limitation Agreement.

For the period from March 28, 2025 to December 31, 2025, Series I recognized $328,197 of organizational expenses and recorded $268,457 as Organizational costs payable in the Consolidated Statements of Assets and Liabilities.

Offering expenses include registration fees and legal fees regarding the preparation of the general form of registration of securities. Offering expenses are accounted for as deferred costs until operations begin. Certain of these offering expenses were initially paid by the Manager on behalf of Series I. Offering expenses are then amortized over the first twelve months of operations on a straight-line basis. As of December 31, 2025, Series I incurred cumulative offering costs of $221,784. For the period from March 28, 2025 to December 31, 2025, Series I amortized $48,587 of deferred offering costs.

ISQ Open Infrastructure Company LLC - Series II [Member]

Related Party Transactions [Line Items]

RELATED PARTY TRANSACTIONS

6. RELATED PARTY TRANSACTIONS

Management Agreement

The Company on behalf of each Series entered into the Management Agreement with the Manager on September 2, 2025. Under the Management Agreement, the Manager is responsible for identifying, assessing, and overseeing the Company’s investment opportunities. The Manager also provides recommendations to the Principal Committee (or a member thereof) acting on behalf of Series II regarding the acquisition, management, financing, and sale of the Company’s assets (including the Infrastructure Assets), in alignment with the Company’s objectives, guidelines, policies, and limitations.

Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 0.75% per annum of the month-end NAV attributable to Class F-S Shares, Class F-D Shares, Class F-I Shares, Class F-J Shares, Class F-S_TE Shares, Class F-D_TE Shares, Class F-I_TE Shares and Class F-J_TE Shares; and (ii) 1.25% per annum of the month-end NAV attributable to Class S Shares, Class D Shares, Class I Shares, Class J Shares, Class S_TE Shares, Class D_TE Shares, Class I_TE Shares and Class J_TE Shares.

Class E Shares and Class E_TE Shares do not incur a Management Fee.

The Management Fee is calculated based on the Company’s transactional NAV, which is the price at which the Company sells and redeems its Shares, and is computed before giving effect to any accruals for other fees and expenses.

The Manager earned a Management Fee of $212,689 for the period from March 28, 2025 to December 31, 2025, none of which has been paid to the Manager as of December 31, 2025.

Performance Participation Allocation

Performance Participation Allocation means the performance participation allocation to be received by the Manager equal to 12.5% of the Total Return attributable to Investor Shares, subject to a 5.0% annual Hurdle Amount and a High Water Mark with a 100% Catch-Up (each term defined in the LLC Agreement). Such allocation will be measured and allocated or paid annually and accrued monthly (subject to pro-rating for partial periods).

Such Performance Participation Allocation is calculated based on transactional NAV, which is used to determine the price at which the Company sells and redeems Shares. The Class E Shares and Class E_TE Shares will not bear any Performance Participation Allocation, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares. To avoid duplication, Class I-type Shares will bear their proportional share of the Performance Participation Allocation indirectly based on their proportional interest in the same class of Investor Shares directly subject to such Performance Participation Allocation.

Specifically, promptly following the end of each “Reference Period” (means the applicable year beginning on October 1 and ending on September 30 of the next succeeding year; provided, that the initial Reference Period shall be the period from July 1, 2025 to September 30, 2026), the Manager is allocated a Performance Participation Allocation in an amount equal to:

● First, if the Total Return with respect to Investor Shares for the applicable period exceeds the sum, with respect to such relevant type of Shares, of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Manager equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Manager with respect to such type of Shares pursuant to this clause (any such amount, the “Catch-Up”); and

● Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

The Manager will be allocated a Performance Participation Allocation with respect to all Investor Shares that are redeemed in connection with redemptions of Shares, in an amount calculated as described above, with the relevant period being the portion of the Reference Period for which such Shares were outstanding, and proceeds for any such Share redemptions will be reduced by the amount of the applicable Performance Participation Allocation.

The Manager may elect to receive the Performance Participation Allocation in cash, Class E Shares, or other beneficial interests or Shares in any Intermediate Entities, or any other class of Shares in the Manager’s sole discretion. If the Performance Participation Allocation is paid in Class E Shares, such Shares may be redeemed at the Manager’s request and are subject to the redemptions limitations of the share redemption program.

The Manager earned a Performance Participation Allocation of $3,415,609 for the period from March 28, 2025 to December 31, 2025, none of which has been paid to the Manager as of December 31, 2025.

Expense Limitation and Reimbursement Agreement

The Company, on behalf of each Series, entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager on August 11, 2025, pursuant to which the Manager agreed to forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company (and in turn each Series), to the extent necessary through and including June 30, 2026, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company, on behalf of each Series, agreed to carry forward the amount of any forgone management fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager will be permitted to recapture a Specified Expense in the same year it is incurred. This arrangement will not be permitted to be terminated prior to June 30, 2026 without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in the business of the Company and each Series, including organizational and offering costs and any costs associated with the transfer of a warehoused Infrastructure Asset to the Company, with the exception of (i) the management fee, (ii) the performance participation allocation, (iii) the servicing fee, (iv) Infrastructure Asset level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Company acquires its first Infrastructure Asset(s) (the “Initial Close”), (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (vii) taxes, (viii) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Close, (ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Manager).

As of December 31, 2025, the Manager agreed to reimburse expenses of $6,371,865 incurred by Series II for the period from March 28, 2025 to December 31, 2025, pursuant to the Expense Limitation Agreement. The amount is subject to recoupment within a five-year period. As of December 31, 2025, the Company recorded $4,360,335 as Due from Manager.

For the Period Ended	Amount		Last Expiration Date
December 31, 2025	$	6,371,865	December 31, 2030
Total	$	6,371,865

The Manager believes that it is not probable for Series II to be required to reimburse the expenses waived by the Manager.

Investment related expenses

During the period ended December 31, 2025, Series II accrued $372,221 representing its allocated share of deal sourcing and unconsummated transaction costs incurred by affiliated ISQ funds, including ISQ Global Infrastructure Fund III, ISQ Global Infrastructure Fund IV, and ISQ Global Infrastructure Credit Fund II (collectively, the “Affiliated Funds”). These costs relate to investment sourcing, diligence, and underwriting activities performed by the Affiliated Funds in the ordinary course of evaluating potential investments.

Series II invests alongside the Affiliated Funds and expects to have the opportunity to participate in all future investments that meet the investment criteria of the Company. As such, the Company participates in the costs associated with sourcing future investments. The expenses are recognized in the period in which the underlying costs are incurred by the Affiliated Funds.

For the period from March 28, 2025 to December 31, 2025, Series II recorded $372,221 within Other expenses in the Consolidated Statements of Operations.

Organizational Expenses and Offering Expenses

During the period ended December 31, 2025, Series II incurred organizational expenses related to legal, accounting, regulatory filings, and other out-of-pocket costs associated with the formation of Series II and its intermediate entities. Certain of these organizational expenses were initially paid by the Manager on behalf of Series II.

Pursuant to the Company’s governing documents, the Company reimburses the Manager for organizational expenses incurred prior to the commencement of operations, subject to the terms of the Expense Limitation Agreement.

For the period from March 28, 2025 to December 31, 2025, Series II recognized $2,867,509 of organizational expenses and recorded $2,559,348 as Organizational costs payable in the Consolidated Statements of Assets and Liabilities.

Offering expenses include registration fees and legal fees regarding the preparation of the general form of registration of securities. Offering expenses are accounted for as deferred costs until operations begin. Certain of these offering expenses were initially paid by the Manager on behalf of Series II Offering expenses are then amortized over the first twelve months of operations on a straight-line basis. As of December 31, 2025, Series II recognized cumulative offering costs payable of $2,145,996. For the period from March 28, 2025 to December 31, 2025, Series II amortized $411,159 of deferred offering costs.

Line of Credit

As the Lender is an affiliate of Series II, borrowings under the line of credit constitute a related party transaction. Refer to Note 5 for additional information.

Purchase of Investments

On October 2, 2025 and October 3, 2025, Series II acquired a seed portfolio from affiliates for $80,653,445 composed of (i) an equity investment in the transportation and logistics sector in Summit School Services, a provider of student and transit bus services across the United States, (ii) an equity investment in the power and utilities sector in Matterhorn Express Pipeline, LLC, a newly-constructed intrastate natural gas pipeline transporting natural gas from the Permian Basin to the Katy area near Houston, Texas, (iii) an equity investment in the digital infrastructure sector in Ezee Fiber Texas, LLC, a fiber-to-the-home (FTTH) business operating in the suburbs of Houston, Texas, (iv) a credit investment in the digital infrastructure sector in Substantial HoldCo Limited, a holding company comprised of fiber optic service providers servicing residential and commercial properties across different regions of the United Kingdom, and (v) a credit investment in the power and utilities sector in Pelican Power LLC, an owner of thermal power generation plants in Louisiana and Texas. The equity interests were acquired from affiliates.

Also during the period, Series II acquired additional equity interests in National Express LLC, ENTEK Technology Holdings LLC, and Matterhorn Express Pipeline LLC from an affiliate. These transactions were conducted at cost, for $455,820, $6,645,179 and $13,331,455, respectively.

Additionally, Series II purchased portions of debt interest in Galaxy Helios I, LLC from another affiliate. These transactions were conducted at cost for $4,014,224.

For the period from March 28, 2025 to December 31, 2025, Series II incurred warehousing interest costs of $1,563,143. The costs were paid by the Manager and are included in the Expense Limitation Reimbursement Agreement as reimbursable expenses.

Other Related Party Transactions

For the period from March 28, 2025 to December 31, 2025, the Manager provided certain Manager Support Services and Operational Service Costs (as defined in the relevant Limited Partnership Agreements) to portfolio companies of Series II. In connection with the aforementioned arrangement, the Manager has the ability to charge the portfolio companies of Series II for such Manager Support Services and Operational Service Costs. Such fees exclude any board or related fees and incentives paid by portfolio companies directly to Operating Advisors.

For the period from March 28, 2025 to December 31, 2025, there were $849 of Manager Support Services and Operational Service Costs charged to Series II and its portfolio companies. As of December 31, 2025, $849 was payable to the Manager, mainly related to Manager Support Services and Operational Service Costs. Manager charged a pro-rata portion of such Manager Support Services and Operational Service Costs to the co-investment vehicles.

Series II investments are co-invested with other affiliated I Squared entities, as further detailed in the Consolidated Schedule of Investments.

The Manager and/or its affiliates may provide services to other investment funds and co-investment vehicles that may have similar strategies as the ISQ Open Infrastructure Company LLC.

In addition, at times, I Squared and its portfolio companies will utilize the services of the same service provider. Such services are generally invoiced separately by the service provider to each party for their allocable services. For services invoiced solely to I Squared Capital but which also benefited the portfolio companies, I Squared’s policy is to allocate based on the time and efforts associated with the services performed.

For the period from March 28, 2025 to December 31, 2025, the Manager incurred certain travel and entertainment expenses on behalf of Series II. These expenses were recharged to Series II as part of the normal course of operations and are reflected within the financial statements as $77,126 recorded in organizational expenses and $12,312 recorded in other expenses.

Series II incurred certain operating expenses related to services provided by personnel of the Manager and/or its affiliates. From the Date of Formation December 31, 2025, these expenses were $218,888 for Series II, and are included in professional fees in the Consolidated Statements of Operations.

Affiliate Capital Contributions

For the period from March 28, 2025 to December 31, 2025, affiliate investors contributed $9,641,438 to Series II in exchange for Class E shares.