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Shareholders' Equity
12 Months Ended
Dec. 31, 2025
ISQ Open Infrastructure Company LLC - Series I [Member]  
Shareholders' Equity [Line Items]  
SHAREHOLDERS’ EQUITY
4.SHAREHOLDERS’ EQUITY

 

Unregistered Sales of Equity Securities

 

The following table is a summary of the Shares issued and redeemed during the period from the Funding Date to December 31, 2025:

 

   Shares
Outstanding at
Formation
   Shares
Issued
During the
Period
   Shares
Redeemed
During the
Period
   Shares
Reinvested
under DRIP
During the
Period
   Transfers
In
   Transfers
Out
   Shares
Outstanding as of
December 31,
2025
 
F-STE Shares   
    -
    107,654    
    -
    
    -
    
    -
    
    -
    107,654 
F-DTE Shares   
-
    400,110    
-
    
-
    
-
    
-
    400,110 
F-ITE Shares   
-
    41,020    
-
    
-
    
-
    
-
    41,020 
F-JTE Shares   
-
    578,956    
-
    
-
    
-
    
-
    578,956 
STE Shares   
-
    110    
-
    
-
    
-
    
-
    110 
DTE Shares   
-
    110    
-
    
-
    
-
    
-
    110 
ITE Shares   
-
    110    
-
    
-
    
-
    
-
    110 
JTE Shares   
-
    110    
-
    
-
    
-
    
-
    110 
ETE Shares   
-
    80    
-
    
-
    
-
    
-
    80 

 

For the period from the Funding Date to December 31, 2025, Series I issued such Shares for an aggregate consideration of $29,485,000. The offer and sale of the Shares 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.

 

Distributions

 

Beginning with the end of the first full calendar quarter in which the Shares are sold to non-affiliates of I Squared, Series I will seek to declare, accrue and pay quarterly distributions. However, there is no guarantee that Series I will pay quarterly distributions consistently and at a specific rate, or at all. There were no distributions declared for the period from the Funding Date to December 31, 2025.

 

Distribution Reinvestment Plan

 

The Company adopted a distribution reinvestment plan (the “DRIP”), in which cash distributions to shareholders will automatically be reinvested in additional whole and fractional shares attributable to the type of Shares that a shareholder owns unless and until an election is made on behalf of such participating shareholder to withdraw from the DRIP and receive distributions in cash. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution, net of any applicable withholding taxes, by the Company’s or a Series’ NAV per share as of the end of the prior month. Shares will be distributed in proportion to Series and types of Shares held by the shareholder under the DRIP. There will be no sales load charges on Shares issued to a shareholder under the DRIP.

 

As of December 31, 2025, Series I had not issued any Shares under the DRIP.

 

Share Redemption Program

 

Series I offers a share redemption program pursuant to which, on a quarterly basis, shareholders may request that the Company redeems all or any portion of their Shares. Series I may redeem fewer Shares than have been requested in any particular quarter to be redeemed under Series I’s share redemption program, or none at all, in the Board’s discretion at any time. The Company expects that Series I will conduct quarterly Share redemptions (each, a “Share Redemption”) for up to 5.0% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding calendar quarter), without duplication. Per our share redemption program, requests for redemption are subject to an early redemption fee (the “Early Redemption Fee”) of 5% of the NAV of the Shares redeemed from a Shareholder if Shares are redeemed within 24 months of the original issue date of such Shares. Any Early Redemption Fee will benefit Series I. Aggregate NAV will be reflective of Series I NAV which consists of all the underlying assets of Series II. For the period from the Funding Date to December 31, 2025, Series I did not redeem any Shares under the share redemption program.

ISQ Open Infrastructure Company LLC - Series II [Member]  
Shareholders' Equity [Line Items]  
SHAREHOLDERS’ EQUITY
7.SHAREHOLDERS’ EQUITY

 

Unregistered Sales of Equity Securities

 

The following table is a summary of the Shares issued and redeemed during the period from the Funding Date to December 31, 2025:

 

   Shares
Outstanding at
Formation
   Shares
Issued
During the
Period
   Shares
Redeemed
During the
Period
   Shares
Reinvested
under DRIP
During the
Period
   Transfers
In
   Transfers
Out
   Shares
Outstanding as of
December 31,
2025
 
ETE Shares   
      -
    40    
   -
    
-
    
-
    
-
    40 
DTE Shares   
-
    100    
-
    
-
    
-
    
-
    100 
ITE Shares   
-
    100    
-
    
-
    
-
    
-
    100 
JTE Shares   
-
    100    
-
    
-
    
    -
    
    -
    100 
STE Shares   
-
    100    
-
    
   -
    
-
    
-
    100 
F-STE Shares   
-
    105,792    
-
    
-
    
-
    
-
    105,792 
F-ITE Shares   
-
    40,677    
-
    
-
    
-
    
-
    40,677 
F-JTE Shares   
-
    572,307    
-
    
-
    
-
    
-
    572,307 
F-DTE Shares   
-
    400,100    
-
    
-
    
-
    
-
    400,100 
E Shares   
-
    377,933    
-
    
-
    
-
    
-
    377,933 
F-S Shares   
-
    448,694    
-
    
-
    
-
    
-
    448,694 
F-I Shares   
-
    207,668    
-
    
-
    
-
    
-
    207,668 
F-J Shares   
-
    2,862,789    
-
    
-
    
-
    
-
    2,862,789 

 

For the period from the Funding Date to December 31, 2025, Series II issued such Shares for an aggregate consideration of $130,765,518. The offer and sale of the Shares 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.

 

Distributions

 

Beginning with the end of the first full calendar quarter in which the Shares are sold to non-affiliates of I Squared, Series II will seek to declare, accrue and pay quarterly distributions. However, there is no guarantee that Series II will pay quarterly distributions consistently and at a specific rate, or at all. No distributions were declared for the period from the Funding Date to December 31, 2025. During the period, approximately $7,500 was returned to Series I to reimburse Series-level expenses. This transaction represented a reimbursement of expenses and did not constitute a declared or paid distribution under the Company’s distribution policy.

 

Distribution Reinvestment Plan

 

The Company adopted a distribution reinvestment plan (the “DRIP”), in which cash distributions to shareholders will automatically be reinvested in additional whole and fractional shares attributable to the type of Shares that a shareholder owns unless and until an election is made on behalf of such participating shareholder to withdraw from the DRIP and receive distributions in cash. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution, net of any applicable withholding taxes, by the Company’s or a Series’ NAV per share as of the end of the prior month. Shares will be distributed in proportion to the Series and types of Shares held by the shareholder under the DRIP. There will be no sales load charges on Shares issued to a shareholder under the DRIP.

 

As of December 31, 2025, Series II had not issued any Shares under the DRIP.

 

Share Redemption Program

 

Series II offers a share redemption program pursuant to which, on a quarterly basis, shareholders may request that the Company redeems all or any portion of their Shares. Series II may redeem fewer Shares than have been requested in any particular quarter to be redeemed under Series II’s share redemption program, or none at all, in the Board’s discretion at any time. The Company expects that Series II will conduct quarterly Share redemptions (each, a “Share Redemption”) for up to 5.0% of Series II’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding calendar quarter), without duplication. Per our share redemption program, requests for redemption are subject to an early redemption fee (the “Early Redemption Fee”) of 5% of the NAV of the Shares redeemed from a Shareholder if Shares are redeemed within 24 months of the original issue date of such Shares. Any Early Redemption Fee will benefit Series II. Aggregate NAV will be reflective of Series I NAV which consists of all the underlying assets of Series II. For the period from the Funding Date to December 31, 2025, Series II did not redeem any Shares under the share redemption program.