ISQ Open Infrastructure: NAV by Class, Fees, Exits, 2026

What ISQ Open Infrastructure is, and what “Series I” means

The 10-K describes “a holding company that primarily seeks to manage joint ventures that will acquire, own and control Infrastructure Assets.” It was formed in Delaware on January 15, 2025, is managed by an affiliate of I Squared Capital, and sells to accredited investors under Regulation D and to non-U.S. persons under Regulation S. Its Form 10 became effective on June 13, 2025 and the 10-Q says it “commenced our principal operations on October 1, 2025.” The 10-K does not state a minimum first investment. The 10-Q says neither series will be an investment company under the Investment Company Act, so it is not a registered fund. For the other evergreen infrastructure vehicles see our four-fund comparison and the pages on EQT’s EQIC, KKR’s K-INFRA, BXINFRA and Apollo’s AIC.

What sets ISQ apart is the two-series layout. Series II owns the assets. Series I “indirectly invests in Series II via ISQ Open Infrastructure Holdings, L.P. (the “Blocker”), a Cayman Islands exempted limited partnership elected to be treated as a corporation for U.S. tax purposes,” and its nine classes carry a “TE” suffix. The risk factors say tax-exempt organizations and non-U.S. persons “would face certain adverse U.S. tax consequences from owning Series II Shares directly” if Series II generates unrelated business taxable income or effectively connected income. The filings we read do not spell out what “TE” stands for, so we call them the TE classes. Series I owned 25.1% of Series II’s net assets at June 30, 2026, up from 22.5% at December 31, 2025.

The price: 15 classes at August 31, 2026

The company publishes a Transactional NAV per share for each class in an 8-K filed about a month after month end. It is the price for new subscriptions and for redemptions, adjusted from GAAP NAV for servicing fees recognized monthly and for expense reimbursements to the Manager. The 8-K of October 2, 2026 sets the price for the September 1, 2026 sales; the figures for September 30, 2026 are not yet filed.

Per-share prices differ for one reason: when each class was first sold. Every class was first issued at $25.00 (the 10-K’s financial highlights show “Proceeds from issuance of shares” of 25.00 for each). The founder classes were first sold on October 1, 2025. Series II Class J began on May 1, 2026 and Class I on June 1, 2026, again at $25.00, which is why they show $24.96 and $24.88 against about $32 for the founder classes. A Class J price of $24.96 is not cheaper than a Class F-J price of $32.18; the classes are at different points in time and carry different fees. The Class E line belongs to I Squared and affiliates, who pay no management fee or performance allocation.

How the price moved, December 2025 to August 2026

The first three months did the work: Class F-S TE went from $25.00 on October 1, 2025 to $30.32 on December 31, 2025, +21.3% (our arithmetic), and to $32.20 by February 28, 2026. Since then it has moved in a band of $31.94 to $32.35. The December 1 and December 31, 2025 rows come from the amended 8-K of January 9, 2026 and the 8-K of February 5, 2026; the amendment says the original report of January 6 “inadvertently disclosed incorrect Transactional NAVs for the Series I shares.” The last column divides fair value by cost in each NAV exhibit (our arithmetic); the exhibits and the 10-Q book investments slightly differently, so it differs from the 10-Q figure in the holdings table below.

New money: $354.9 million in thirteen months, slowing

Every sale appears in an 8-K Item 3.02 dated the first of the month. The amounts below are the aggregate net consideration for all classes of both series, so they include Series I money that goes on into Series II and the Class E shares of I Squared and its affiliates.

The April 1, 2026 sale was the peak after the opening month. April to June added $97.3 million, which matches the Series II statement of changes in net assets for the quarter, and July to September added $56.6 million, 41.9% less (our sums). The October 1, 2026 sales and the September 30, 2026 NAV were not in the filings we could read on October 30, 2026; the latest filing we saw was the October 2, 2026 8-K. The 10-K says the founder classes were to be offered for “the first six (6) months of the Private Offering,” which the company “may extend or suspend”; the 8-Ks show founder classes still selling on September 1, 2026, and we found no filing that states the extension.

What it costs: fees by class

The 10-Q sets the fees. Management fee is 0.75% a year of month-end NAV for the founder classes and 1.25% for Classes S, D, I and J, and it “will increase to 1.25% per annum after the first 36 months in which the Founder Shares are offered measured from the date of commencement of the Private Offering,” which we read as about October 2028. Servicing fees are 0.85% (Classes F-S and S), 0.50% (F-J and J) and 0.25% (F-D and D); Classes I, F-I and E pay none. Class E pays no management fee and no performance allocation. The same rates apply to the TE version of each class.

These are the two fees that scale with NAV. On top of them the fund pays its own expenses, and I Squared receives a performance participation allocation of 12.5% of total return, “subject to a 5.0% annual Hurdle Amount and a High Water Mark with a 100% Catch-Up.” The reference period runs October 1 to September 30, except the first, which ran “from July 1, 2025, to September 30, 2026.” With a full catch-up, a year of total return (distributions plus the change in NAV per share) of 5.5% would give I Squared 0.5 points, all of the excess over the hurdle; at 8.0% it would give 1.0 point, which is 12.5% of 8.0%; at 5.0% or less it gives nothing (our arithmetic on the formula). The allocation is accrued monthly: $2.6 million at December 31, 2025, $5.2 million in February 2026 and $5.5 million at August 31, 2026, 1.5% of NAV (our arithmetic on the NAV exhibits). The 10-Q says I Squared “intends to initially elect to receive the Performance Participation Allocation in Class E Shares.”

The Manager has absorbed costs. Under the Expense Limitation Agreement specified expenses were capped at 0.75% of net assets “through and including June 30, 2026,” and the Manager can be repaid within five years. First-half 2026 figures for Series II:

Without the support the net investment loss would have been $7.4 million (our arithmetic). The 10-Q also says “The Manager believes that it is not probable for Series II to be required to reimburse the expenses waived by the Manager,” so it books no liability. The agreement text we read ends the cap on June 30, 2026; we found no filing that extends it, and whether later expenses are still supported is not verified. The 10-Q also records a $1.7 million “Due from Manager” asset at June 30, 2026, 0.5% of net assets (our arithmetic).

Getting out: the redemption plan

The plan is run quarterly. The 10-Q says the company “expects that Series I will conduct quarterly Share Redemptions … for up to 5.0 % of the Company’s aggregate NAV per calendar quarter,” measured on the average aggregate NAV at the end of the preceding quarter, and that shares redeemed “within 24 months of the original issue date” pay an Early Redemption Fee of 5% of NAV. The 10-K adds the mechanics: the price is the NAV at the quarter end, requests are due about 60 days before it (its example is January 30 for a March 31 date), settlement comes about 35 days after, and the company may “redeem fewer Shares than have been requested in any particular quarter,” or none at all. Requests for death, divorce and similar events are met first, then the rest pro rata. A holder who keeps part of a position must leave at least $1,000. The Board can waive the early fee for death, qualifying disability or divorce.

The plan limits redemptions to 5% of aggregate NAV per calendar quarter, and shares redeemed within 24 months of issue pay a 5% early redemption fee. On the August 31, 2026 NAV of $370.6 million the cap is about $18.5 million a quarter (our arithmetic). The first real closing was October 1, 2025, so the 5% fee applies to nearly every share until October 2027. The 10-Q says there were no redemptions in the six months to June 30, 2026, and I Squared “intends to only request redemption of the Initial Capital Commitment” after the earlier of two years from its first seed asset or NAV above $750 million, and only after unaffiliated requests are met. It has committed $7.5 million to the company within a $15 million total. Class E shares issued to I Squared as the performance allocation can be redeemed on its request and fall under the same quarterly limits.

Distributions: three special payments, then a regular one

The January, March and June payments are called “special cash distributions” in the 8-Ks; the September one is the first not so labeled. It equals about 1.0% of the August 31 price for each class, roughly 4.0% a year if it repeated (our arithmetic; the company promises no rate). Net amounts differ by class because servicing fees come out. Distributions are paid in cash or reinvested; the DRIP reinvested $2.3 million in Series II in the first half of 2026. The 10-K warns that distributions “may and are expected to exceed its earnings and cash flow from operating activities and may be paid from borrowings, proceeds from its continuous private offering … and other sources.” In the first half of 2026 Series II declared $6.8 million against $3.1 million of income, 2.2 times (our arithmetic), while the 10-Q also shows $8.2 million of proceeds from investments, labeled return of capital.

What it owns, and who sold it to the fund

At June 30, 2026 Series II held nine equity positions and three loans. All of it, $331.9 million, was valued with unobservable inputs (Level III). Equity was $312.0 million at fair value against $254.3 million of cost, 22.7% above cost (our arithmetic); the loans were $19.9 million.

Shares of net assets exceed 100% because the fund also holds $23.7 million of cash and cash equivalents and carries $32.4 million of liabilities, including an $11.3 million deferred tax liability and $6.5 million of servicing fees payable. At December 31, 2025 the portfolio was five equity positions and three loans, and TEN alone was 39.9% of net assets with fair value 80.1% above cost (our arithmetic). The 8-Ks since June add Subterra Energy Parent, a natural gas storage platform, in July 2026, Saragon, a US inference and edge data center platform, in August, and more money into an existing company in September.

Most of it came from the sponsor’s other funds. The 10-K says the October 2 to 3, 2025 seed portfolio of $80,653,445 was “acquired from affiliates,” and in the first half of 2026 the 10-Q says Series II acquired Liberty Tire Recycling, Cube Safety, Kio Networks and ISQ Orchid Fund s’s cost except Kio Networks and TEN, bought at fair value. Those four add to $87.7 million, 61.7% of the $142.1 million of first-half purchases (our arithmetic). The 10-K warns that the Manager may transfer assets at cost “notwithstanding that the fair value of any such Infrastructure Asset (including any Warehoused Asset) may have declined below or increased above cost,” and that “It may be possible that the Company acquires transferred Infrastructure Assets at above fair value.” We make no claim that any price was wrong; the point is that the seller sits on the other side of the Manager. Affiliates also charged $1.2 million of warehousing interest in the first half of 2026, which the 10-Q includes in the expenses covered by the Expense Limitation Agreement.

How the marks are set, and the debt behind them

Equity is valued by discounted cash flow. At June 30, 2026 the weighted discount rate was 12.9% (range 11.5% to 17.3%) and the weighted exit multiple 8.5x (5.0x to 16.5x); six months earlier they were 12.3% and 7.4x. Two positions worth $24.1 million, Substantial Holdco and ISQ Orchid Fund, were carried at an expected transaction price and a recent purchase price. The 10-Q admits the conflict: “the Manager could be incentivized to value the assets higher than if the Management Fee were not based on the valuation of such assets.” Independent valuation firms give “positive assurance regarding the reasonableness” of the values, but the Manager decides.

Leverage was zero at June 30, 2026. Series II owed $10.5 million on December 31, 2025 on a $60 million unsecured line from I Squared Capital, LLC, an affiliate, which expired on April 15, 2026, and on June 11, 2026 signed a $60 million revolver, expandable to $180 million, with Sumitomo Mitsui Banking Corporation as agent, at SOFR plus 3.00%, due June 9, 2028. It bars new loans above 22.5% loan to value and requires 30% or less, and above 25% “may trigger a mandatory prepayment and cash sweep.” Series II also carries $858,000 of promissory notes at 12.4%. On August 11, 2026 the company adopted a Fifth Amended and Restated LLC Agreement that, among other things, revises the conflicts of interest provisions and, in the 10-Q an amended management agreement with a wider “Cause Event” definition.

Tax: a Schedule K-1, and two different tax profiles

Both series are intended to be partnerships. The 10-K says the Manager “will endeavor to provide” K-1s “within 90 calendar days of the end of the fiscal year,” which is March 31, 2027 for tax year 2026 (our arithmetic), and adds that they “may be based on the best available estimates.” Our K-1 deadline page lists the statutory dates and our K-1 versus 1099 guide the mechanics. For retirement accounts, Series II says its operating assets are expected to sit in corporate subsidiaries to avoid unrelated business taxable income, but it “does not expect to utilize ‘blocker’ vehicles” for credit facilities and is not barred from borrowing; see our Form 990-T and IRA page. The 10-K warns of “phantom income” on non-U.S. corporate holdings in Series II. The Series I route adds a Cayman corporation that may owe tax before anything reaches the holder, which is why the filing says after-tax returns will differ.

What a reader can do with this

• If you hold shares: a redemption is priced at the NAV on the last day of the quarter, less 5% if the shares are under 24 months old, which is true of nearly every share so far. Requests are due about 60 days before the quarter end, so a December 31, 2026 date points to a deadline around the end of October 2026 (our reading of the 10-K example). The company can redeem fewer shares than requested or none, so the cap is a ceiling, not a promise. The third-quarter 10-Q, due around November 16, 2026 (our reading of the 45-day deadline), should say whether any shares were redeemed.
• If you are weighing a first purchase: compare classes by fee and by percentage change, not by price per share, and find out which series you would buy. The two series have different tax paths, and the filing says after-tax returns will differ. The 10-K states no minimum investment; selling-agent charges sit in the private placement memorandum, which we have not read.
• If you want to see the exposure: three companies were 54.3% of net assets at June 30, 2026, 61.7% of first-half purchases came from affiliates of the Manager, and the whole portfolio is valued by model. The table of holdings above gives each cost and mark.
• What would change the picture: a redemption window that uses much of the 5% cap, the first use of the SMBC revolver, an end to expense support with no replacement, a fall in the 8.5x exit multiple or the 12.9% discount rate moving up, or a sale of a holding at a price different from its mark.
• What to read next: the 8-K with the September 30, 2026 NAV and October 1 sales, expected in early November 2026, the third-quarter 10-Q, and the first performance allocation for the period that ended September 30, 2026.

FAQ

All figures are from SEC filings of ISQ Open Infrastructure Company LLC (CIK 2059924) read on EDGAR on October 30, 2026: the Form 8-Ks and their Exhibit 99.1 NAV tables for December 1, 2025 to August 31, 2026 (accessions 0001213900-26-002647, -26-012781, -26-025277, -26-039308, -26-052182, -26-064150, -26-074954, -26-085659, -26-096697 and -26-106368), the Item 3.02 sale reports of September 2, 2025 to September 1, 2026 (accessions 0001213900-25-083415, -25-096163, -25-118675, -26-002647 and the 8-Ks above), the distribution report of February 5, 2026 (accession 0001213900-26-012867), the credit agreement 8-Ks of December 17, 2025 and June 17, 2026 (accessions 0001213900-25-122787 and -26-069622), the Form 10-K for 2025 (accession 0001213900-26-036615, filed March 31, 2026) and the Form 10-Q for June 30, 2026 (accession 0001213900-26-090300, filed August 14, 2026). Dollar amounts are as filed; percentages marked “our arithmetic” or “our sums” are ours. This is analysis of public documents, not investment, legal or tax advice.