Crestline Lending Solutions LLC

11/13/2026 | Press release | Distributed by Public on 11/13/2026 11:43

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the "Forward-Looking Statements" set forth on page 3 of this Quarterly Report on Form 10-Q.
Overview
Crestline Lending Solutions, LLC (the "Company," "we" "us" or "our"), is a Delaware limited liability company initially formed as Crestline Lending Solutions Ramp, LLC (the "Ramp Vehicle"). On the BDC Election Date, we elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") and intend to elect to be treated as a regulated investment company ("RIC") under subchapter M of the Internal Revenue Code (the "Code"). Prior to the BDC Election Date, the Ramp Vehicle operated as a private fund in reliance on an exception from the definition of "investment company" under Section 3(c)(7) of the 1940 Act. During its operations, the Ramp Vehicle completed an initial closing of capital commitments and purchased assets with initial proceeds from the initial shareholders of the Ramp Vehicle.
Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation by targeting investments that we believe have favorable risk-adjusted returns and the ability to generate price appreciation. We invest in senior secured debt, while also taking advantage of investments in other parts of the capital structure, including second-lien loans, mezzanine or more junior loans, as well as equity investments. We intend to seek attractive risk-adjusted returns to investors by investing primarily in lower and core middle market companies located in the United States, with between $10 million and $75 million in annual earnings before interest, taxes, depreciation and amortization ("EBITDA").
We are externally managed by Crestline Management, L.P. (the "Adviser"), which manages our day-to-day operations and provides us with investment advisory services pursuant to the terms of the investment advisory agreement between us and the Adviser, dated as of December 1, 2025 (the "Investment Advisory Agreement"). The Adviser previously provided such services pursuant to an investment advisory agreement between us and the Adviser dated as of September 2, 2025 (the "Prior Investment Advisory Agreement"). On December 1, 2025, Rithm Capital Corp. and certain of its affiliates acquired the Adviser and certain of its affiliated entities, which resulted in the termination of the Prior Investment Advisory Agreement in accordance with its terms, and we entered into the Investment Advisory Agreement and the amended and restated administration agreement (the "Administration Agreement") on such date. The Adviser is registered as an investment adviser with the SEC. Pursuant to the Administration Agreement between us and Crestline Management, L.P. (in such capacity, the "Administrator"), the Administrator provides for the administrative services necessary for us to operate, and we have agreed to reimburse the Administrator for the allocable portion of our overhead and other expenses incurred by the Administrator in performing its obligations thereunder, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs. The Administrator has engaged a third-party sub-administrator to assist in the provision of our administrative services.
Key Components of Our Results of Operations
Investments
We focus primarily on the direct origination of loans to lower and core middle-market companies domiciled in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital generally available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.
Additionally, as a BDC, we are required to invest at least 70% of our total assets in "qualifying assets." Qualifying assets include investments in "eligible portfolio companies." Under the 1940 Act, the term "eligible portfolio company" includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250.0 million.
Further, to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.
Revenues
We expect to generate revenue primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees and dividends on direct equity investments.
Our debt investments will generally bear interest at a floating rate usually determined on the basis of a benchmark, such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we will receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity dates. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also may reflect the proceeds of sales of securities. In addition, we may generate revenue in the form of commitment, origination, structuring, diligence, consulting or prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to portfolio companies and other investment related income.
Our primary uses of cash will be for (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying the Adviser and the Administrator), (iii) the cost of any borrowings or other financing arrangements, and (iv) cash distributions to the holders of our Shares.
Expenses
Our primary operating expenses include the payment of fees to our Adviser under the Investment Advisory Agreement, expenses reimbursable under the Administration Agreement and other operating costs described below.
We will be responsible for all costs and expenses incurred in connection with our operations and locating, structuring, evaluating, consummating, maintaining and disposing of investments and potential investments (whether or not the acquisition is consummated), including but not limited to:
•organizational and offering expenses;
•expenses incurred in valuing our assets and computing our NAV per Share;
•the costs and expenses of due diligence of potential investments, monitoring performance of our investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing our rights in respect of its investments and disposing of investments and expenses related to unsuccessful portfolio acquisition efforts;
•expenses incurred by our Administrator or payable to third parties, including agents, consultants or other advisors, in monitoring financial, legal, regulatory, and compliance affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments;
•interest payable on debt, if any, incurred to finance our investments and other fees and expenses related to our borrowings;
•expenses related to unsuccessful portfolio acquisition efforts;
•offerings of our Shares and other securities (including underwriting fees, other similar fees and commissions);
•base management fees and incentive fees;
•third party investor hosting and similar platforms and service providers;
•administration fees;
•transfer agent and custody fees and expenses;
•federal and state registration fees;
•U.S. federal, state and local taxes;
•Independent Directors' fees and expenses;
•costs of preparing and filing reports or other documents required by the SEC or other regulators;
•costs of any reports, proxy statements or other notices to shareholders, including printing costs;
•the costs associated with individual or group shareholders;
•our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, third-party investor hosting and similar platforms and service providers, and outside legal costs; and
•all other expenses incurred by us, the Adviser or the Administrator in connection with administering our business, such as the allocable portion of overhead under the Administration Agreement, including rent, office equipment, utilities and the allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs.
For the avoidance of doubt, except as explicitly set forth above, the Adviser will be responsible for any compensation paid to its investment professionals for any investment advisory services provided to us under the Investment Advisory Agreement.
From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. We will reimburse the Administrator or such affiliates thereof for any such amounts paid on our behalf.
We have entered into the SPV Credit Facility (as defined below) and may also enter into future credit facilities or other debt arrangements to partially fund our operations, and could incur costs and expenses including commitment, origination, or structuring fees and the related interest costs associated with any amounts borrowed.
Hedging
We may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective.
Contractual Obligations
We have entered into the Investment Advisory Agreement with the Adviser to provide us with investment advisory services, and the Administration Agreement with the Administrator to provide us with administrative services. Payments for investment advisory services under the Investment Advisory Agreement and reimbursements under the Administration Agreement are described in Note 3-Agreements and Related Party Transactions in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We have entered into the Loan Agreement with Deutsche Bank (as defined below), and we may establish one or more additional credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses and dividends declared. It is anticipated that any such credit facilities would bear interest at floating rates at to-be determined spreads, such as SOFR. We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.
Off-Balance Sheet Arrangements
We expect to become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.
Portfolio and Investment Activity
As of September 30, 2026, our portfolio based on fair value consisted of 92.2% first-lien debt investments, 5.4% second-lien debt investments, and 2.4% equity and other investments. As of December 31, 2025, our portfolio based on fair value consisted of 83.8% first-lien debt investments, 10.8% second-lien debt investments, and 5.4% equity and other investments.
As of September 30, 2026 and December 31, 2025, our weighted average total yield of debt and income-producing securities at fair value (which includes interest income and amortization of fees and discounts) was 11.2% and 11.0% respectively, and our weighted average total yield of debt and income producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 11.0% and 11.0%, respectively.
Our investment activity for the three months ended September 30, 2026 and September 30, 2025 is presented below (information presented herein is at par value unless otherwise indicated).
Three Months Ended
($ in millions) September 30, 2026 September 30, 2025
Net funded investment activity
New gross commitments at par (1)
$ 104.7 $ 126.4
Net investments funded 93.5 131.4
Investments sold or repaid 15.3 23.8
Net funded investment activity $ 78.2 $ 107.6
Gross commitments at par (1)
First-lien debt investments $ 794.7 $ 357.9
Second-lien debt investments 54.9 33.3
Equity investments 14.8 10.6
Total gross commitments $ 864.4 $ 401.8
Portfolio company activity
Portfolio companies, beginning of period 81 46
Number of new portfolio companies 7 13
Number of exited portfolio companies 1 3
Portfolio companies, end of period 87 56
Count of industries 18 17
New investment activity
Weighted average annual interest rate on new debt investments at par 10.88 % 9.91 %
Weighted average annual interest rate on new floating rate debt investments at par 10.78 % 9.53 %
Weighted average spread on new debt investments at par 6.85 % 5.67 %
(1)Gross commitments at par includes unfunded investment commitments.
As of September 30, 2026 and December 31, 2025, our investments consisted of the following:
September 30, 2026 December 31, 2025
($ in millions) Amortized Cost Fair Value Amortized Cost Fair Value
First-lien debt investments $ 645.0 $ 639.1 $ 389.3 $ 388.6
Second-lien debt investments 41.7 37.7 50.1 49.8
Equity and other investments 14.7 16.8 24.9 24.9
Total $ 701.4 $ 693.5 $ 464.3 $ 463.3
(1)Table may not sum due to rounding.
As of September 30, 2026 and December 31, 2025, we had no investments on non-accrual status.
The weighted average yields and interest rates of our performing debt investments at fair value as of September 30, 2026 and December 31, 2025, were as follows:
September 30, 2026 December 31, 2025
Weighted average total yield of debt and income producing securities(1)
11.2 % 11.0 %
Weighted average interest rate of debt and income producing securities 9.9 % 9.8 %
Weighted average spread over reference rate of all floating rate investments 5.8 % 5.8 %
(1)Weighted average yields of investments are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on the relevant accruing investments, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our shareholders.
Asset Quality
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each portfolio company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the industry;
•attendance at, and participation in, board meetings; and
•review of monthly and quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
•An investment is rated 1 if, in the opinion of the Adviser, it is performing as agreed and there are no concerns about the portfolio company's performance or ability to meet covenant requirements. For these investments, the Adviser generally prepares monthly reports on investment performance and quarterly asset reviews.
•An investment is rated 2 if it is performing as agreed, but, in the opinion of the Adviser, there may be concerns about the company's operating performance or trends in the industry. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also researches any areas of concern with the objective of early intervention with the portfolio company.
•An investment will be assigned a rating of 3 if it is paying its obligations to us as agreed but a material covenant violation is expected. For these investments, in addition to monthly reports and quarterly asset
reviews, the Adviser also adds the investment to its "watch list" and researches any areas of concern with the objective of early intervention with the portfolio company.
•An investment will be assigned a rating of 4 if a material covenant has been violated, but the company is making its scheduled payments on its obligations to us. For these investments, the Adviser generally prepares a bi-monthly asset review email and generally has monthly meetings with the portfolio company's senior management. For investments where there have been material defaults, including bankruptcy filings, failures to achieve financial performance requirements or failure to maintain liquidity or loan-to-value requirements, the Adviser often will take immediate action to protect its position. These remedies may include negotiating for additional collateral, modifying investment terms or structure, or payment of amendment and waiver fees.
•A rating of 5 indicates an investment is in default on its interest and/or principal payments. For these investments, our Adviser reviews the investments on a bi-monthly basis and, where possible, pursues workouts that achieve an early resolution to avoid further deterioration of our investment. The Adviser retains legal counsel and takes actions to preserve our rights, which may include working with the portfolio company to have the default cured, to have the investment restructured or to have the investment repaid through a consensual workout.
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of September 30, 2026 and December 31, 2025. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company's business or financial condition, market conditions or developments, and other factors.
September 30, 2026 December 31, 2025
Investment
Performance
Rating
Investments at
Fair Value
($ in millions)
Percentage of
Total Portfolio
Investments at
Fair Value
($ in millions)
Percentage of
Total Portfolio
1 $ 621.9 89.7 % $ 453.8 97.9 %
2 11.9 1.7 % 9.5 2.1 %
3 38.2 5.5 % - -
4 21.5 3.1 % - -
5 - - - -
Total $ 693.5 100.0 % $ 463.3 100.0 %
Results of Operations
Operating results for the three and nine months ended September 30, 2026 and September 30, 2025 were as follows:
Three Months Ended Nine Months Ended
($ in millions)(1)
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Total investment income $ 18.1 $ 8.1 $ 46.6 $ 17.3
Less: Net expenses 7.9 1.2 19.6 1.5
Net investment income before income taxes 10.2 6.9 26.9 15.8
Less: Income taxes, including excise taxes(2)
- 0.1 0.0 0.1
Net investment income 10.2 6.8 26.9 15.7
Net realized gains (losses)(2)
0.2 0.0 1.2 0.0
Net change in unrealized gains (losses)
0.3 0.1 (6.9) 0.3
Net increase (decrease) in net assets resulting from operations $ 10.8 $ 6.9 $ 21.2 $ 16.1
(1)Table may not sum due to rounding.
(2)Amounts round to less than $0.1 million.
Investment Income
Three Months Ended Nine Months Ended
($ in millions)(1)
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Interest from investments $ 16.8 $ 7.5 $ 43.0 $ 16.0
Paid-in-kind interest income 1.1 0.5 2.9 1.1
Other income 0.2 0.1 0.7 0.2
Total investment income $ 18.1 $ 8.1 $ 46.6 $ 17.3
(1)Table may not sum due to rounding.
For the three months ended September 30, 2026 and September 30, 2025, total investment income increased to $18.1 million from $8.1 million, respectively, as a result of the growth in our investment portfolio. For the nine months ended September 30, 2026 and September 30, 2025, total investment income increased to $46.6 million from $17.3 million, respectively, as a result of the growth in our investment portfolio. As of September 30, 2026 and September 30, 2025, the size of our investment portfolio at fair value was approximately $693.5 million and $333.5 million, respectively.
Expenses
Operating expenses for the three and nine months ended September 30, 2026 and September 30, 2025 were as follows:
Three Months Ended Nine Months Ended
($ in millions)(1)
September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Interest $ 4.2 $ 0.0 $ 9.8 $ 0.0
Management fees 0.9 0.3 2.6 0.3
Incentive fees on net investment income 1.5 0.3 3.8 0.3
Incentive fees on net capital gains (losses) - 0.1 - 0.1
Organizational expense - 0.9 - 1.0
Offering expense 0.1 0.0 0.2 0.0
Professional fees 0.7 0.6 1.8 0.8
Directors' fees 0.1 0.0 0.2 0.0
Other general and administrative 0.4 0.2 1.1 0.3
Expense support (See Note 3) 0.2 (1.2) 0.2 (1.3)
Net Expenses $ 7.9 $ 1.2 $ 19.6 $ 1.5
(1)Table may not sum due to rounding.
Net expenses increased to $7.9 million for the three months ended September 30, 2026, from $1.2 million for the three months ended September 30, 2025, and increased to $19.6 million for the nine months ended September 30, 2026, from $1.5 million for the nine months ended September 30, 2025. The increases in net expense were primarily driven by interest expense from the SPV Credit Facility of $4.2 million and $9.8 million for the three and nine months ended September 30, 2026, respectively, with no comparable expense in the prior-year periods, as well as higher management fees and incentive fees on net investment income, which did not apply until the BDC Election date on September 2, 2025, and therefore reflect less than one month of fees in the prior-year periods.
Income Taxes, Including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Code, and we operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our RIC status, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine
that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we accrue excise tax on estimated excess taxable income.
For the three and nine months ended September 30, 2026 and September 30, 2025, we recorded expense of less than $0.1 million for U.S. federal excise tax or other taxes.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended Nine Months Ended
($ in millions) September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025
Net realized gains (losses) on investments $ 0.2 $ 0.0 $ 1.2 $ 0.0
Net Realized Gains (Losses) (1)
$ 0.2 $ 0.0 $ 1.2 $ 0.0
Change in unrealized gains on investments $ 5.6 $ 1.4 $ 7.7 $ 1.9
Change in unrealized (losses) on investments (5.3) (1.3) (14.6) (1.6)
Net Change in Unrealized Gains (Losses) on Investments $ 0.3 $ 0.1 $ (6.9) $ 0.3
Income tax provision on unrealized gains (losses) (0.0) - (0.0) -
Net Change in Unrealized Gains (Losses) $ 0.3 $ 0.1 $ (6.9) $ 0.3
(1)Amounts round to less than $0.1 million.
For the three and nine months ended September 30, 2026, we recorded net realized gains (losses) on investments of $0.2 million, and $1.2 million, respectively, compared to net realized gains of less than $0.1 million for each of the corresponding periods ended September 30, 2025.
For the three months ended September 30, 2026, the net change in unrealized gains (losses) on investments was $0.3 million, consisting of $5.6 million of unrealized gains offset by $(5.3) million of unrealized losses, compared to $0.1 million for the three months ended September 30, 2025, primarily driven by changes in market credit spreads. For the nine months ended September 30, 2026, the net change in unrealized gains (losses) on investments was $(6.9) million, compared to $0.3 million for the nine months ended September 30, 2025, with the decrease primarily attributable to spreads widening and increased market volatility.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our SPV Credit Facility, and cash flows from operations. The primary uses of our cash and cash equivalents are:
•investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements;
•the cost of operations (including paying our Adviser);
•debt service, repayment, and other financing costs; and
•cash dividends to the holders of our Shares.
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of the SPV Credit Facility or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred shares if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred shares, is at least 150%. As of September 30, 2026, our asset coverage ratio was 234.1%. We carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our SPV Credit Facility to cover any outstanding unfunded commitments we are required to fund.
Cash and cash equivalents as of September 30, 2026, taken together with cash available under the SPV Credit Facility and cash available from undrawn Capital Commitments, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of September 30, 2026, we had approximately $304.0 million of availability under the SPV Credit Facility, subject to asset coverage limitations.
As of September 30, 2026, we had $7.6 million in cash and cash equivalents. For the nine months ended September 30, 2026, we used $208.2 million in cash from operating activities primarily attributable to funding portfolio investments of $303.3 million, which was offset by repayments and proceeds from investments of $72.3 million and cash provided by other operating activities of $22.8 million. Net cash provided by financing activities was $190.0 million during the period, which was primarily due to borrowings under the SPV Credit Facility of $248.9 million offset by repayments on the SPV Credit Facility of $98.6 million.
Equity
We have entered into subscription agreements (the "Subscription Agreements") with investors providing for the private placement of our Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our Shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. Prior to our election to be regulated as a BDC and during our operations as the Ramp Vehicle, we sold interests to investors in the Ramp Vehicle based on such investors' capital commitments to the Ramp Vehicle. As of September 30, 2026, we had received Capital Commitments totaling $505.8 million ($129.0 million remaining undrawn).
The following table summarizes the total Shares issued and proceeds received related to our capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2026.
Share Issuance Date Number of Shares Issued Proceeds Received
April 24, 2026 923,703 $ 18.1
July 24, 2026 1,612,698 31.7
2,536,401 $ 49.8
Debt
On September 19, 2025, (the "Effective Date"), we entered into a Loan Financing and Servicing Agreement (the "Loan Agreement") with CL LSF SPV I, LLC ("CL SPV"), our wholly owned subsidiary, as borrower, us, as equityholder and servicer, Deutsche Bank AG, New York Branch ("Deutsche Bank"), as facility agent, State Street Bank and Trust Company, as collateral agent and collateral custodian, and the lenders from time to time party thereto for a special purpose vehicle financing credit facility (the "SPV Credit Facility") to provide additional liquidity to support our investment and operational activities. The SPV Credit Facility had an initial committed loan amount of $150 million and an uncommitted loan amount of $150 million, and borrowings under the SPV Credit Facility bear interest at SOFR plus 1.95% per annum during the revolving period ending on September 19, 2028 (the "Revolving Period"). CL SPV will pay the following unused commitment fees depending on the applicable date: (a) prior to the one-month anniversary of the Effective Date, 0.10%, (b) on and after the one-month anniversary of the Effective Date but prior to the two-month anniversary thereof, 0.20%, (c) on and after the two-month anniversary of the Effective Date but prior to the three-month anniversary thereof, 0.35% and (d) thereafter until the end of the Revolving Period, 0.50%, on the unused lender commitments under the SPV Credit Facility, in addition to other customary fees. Under the SPV Credit Facility, there is also a minimum utilization fee that is charged based on the minimum utilization percentage of the commitment. The SPV Credit Facility matures on September 19, 2030.
On July 29, 2026, we entered into Amendment No. 1 to the Loan Agreement ("Amendment No. 1"). Amendment No. 1 amended the Loan Agreement to, among other things: (i) increase the Committed Facility Amount (as defined in the Loan Agreement) from $150 million to $350 million, and (ii) adjust the Uncommitted Facility Amount (as defined in the Loan Agreement) from $150 million to $50 million, among other changes.
On September 18, 2026, we entered into Amendment No. 2 to the Loan Agreement ("Amendment No. 2"). Amendment No. 2 amended the Loan Agreement to, among other things: (i) increase the Committed Facility Amount (as defined in the Loan Agreement) from $350 million to $550 million; (ii) increase the Maximum Facility Amount (as defined in the Loan Agreement) from $400 million to $600 million; and add each of Western Alliance Bank, East West Bank, and Apple Bank as a lender.
For further details, see "Note 6 - Debt" to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our debt obligations consisted of the following as of September 30, 2026:
September 30, 2026
($ in millions) Aggregate Principal
Amount Committed
Outstanding
Principal
Amount
Available (1)
Carrying
Value
SPV Credit Facility $ 600.0 $ 296.0 $ 304.0 $ 293.4
Total Debt $ 600.0 $ 296.0 $ 304.0 $ 293.4
(1)The amount available may be subject to limitations related to the borrowing base under the SPV Credit Facility.
The SPV Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants.
As of September 30, 2026, we and CL SPV were in compliance with the terms of our debt arrangements. We intend to continue to utilize the SPV Credit Facility to fund investments and for other general corporate purposes.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. We incorporate these commitments into our assessment of our liquidity position. Our senior secured revolving loan commitments are generally available on a borrower's demand and may remain outstanding until the maturity date of the applicable loan. Our senior secured delayed draw term loan commitments are generally available on a borrower's demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement. As of September 30, 2026 and December 31, 2025 we had the following commitments to fund investments in current portfolio companies:
($ in millions) September 30, 2026 December 31, 2025
135 Kent Ave, LLC - Delayed Draw $ 0.6 $ -
2000 Ponce Owner, LLC - Delayed Draw 0.1 -
7050 Rime Village Owner, LLC - Delayed Draw(3)
0.0 0.0
A&J Holdco, LLC - Delayed Draw & Revolver 9.0 3.7
Aeritek Global Holdings, LLC - Revolver 0.7 0.7
Afore Insurance Services, LLC - Delayed Draw & Revolver 0.2 0.3
Alcrete, LLC - Delayed Draw & Revolver 3.0 2.9
Align ENTA Management Services, LLC - Delayed Draw & Revolver - 0.9
Amped Fitness 1, LLC - Delayed Draw & Revolver 4.8 -
Ark Data Centers, LLC - Delayed Draw & Revolver 1.7 2.2
Arrow, Inc. - Delayed Draw & Revolver 2.0 2.3
Attigo Health, LLC - Revolver 0.6 0.6
Best Practice Associates, LLC - Revolver 0.6 0.6
Bishop Street Underwriters, LLC - Delayed Draw 2.7 -
Bridger Aerospace Group Holdings, Inc. - Delayed Draw & Revolver 3.6 4.1
Brightwood MOI Acquisitions, LLC - Delayed Draw 3.7 -
BVC Denton, LLC - Delayed Draw 4.4 -
By Light Professional IT Services, LLC - Revolver 0.3 0.4
Cadence Intermediate II, LLC - Delayed Draw & Revolver 6.6 -
Caylent, Inc. - Delayed Draw 8.3 -
CityVet, Inc. - Delayed Draw 1.3 -
Crete PA Holdco, LLC - Delayed Draw & Revolver 6.9 4.5
CX Institutional, LLC - Delayed Draw 3.1 3.4
Emergence Mobility Technologies, Inc. - Delayed Draw & Revolver 2.6 4.2
Fabletics, Inc. - Delayed Draw 0.2 0.4
Fitness Growth Capital Purchaser, LLC - Delayed Draw & Revolver 8.0 -
FreshPure Buyer, Inc. - Delayed Draw 4.7 4.7
Galaxy Helios I, LLC - Delayed Draw 0.8 5.2
Gas Media Holdings, LLC - Delayed Draw & Revolver 2.0 2.3
GM State Street Investors, LLC - Delayed Draw(3)
0.0 -
GoodVets Veterinary Services, LLC - Delayed Draw & Revolver 5.1 -
Gridhawk Holdings, LLC - Delayed Draw 1.7 -
IPC Nalas Acquisition, LLC - Delayed Draw & Revolver 2.1 -
IXOPay, Inc. - Delayed Draw & Revolver 1.4 3.5
JFL-Atomic AcquisitionCo, Inc. - Delayed Draw & Revolver 9.8 1.6
Jitterbit, Inc. - Revolver(3)
0.0 0.1
Kreg Therapeutics, LLC - Revolver 1.0 -
Mersino, Inc. - Delayed Draw & Revolver 2.6 -
Meta Buyer, LLC - Delayed Draw & Revolver 2.5 -
Midwest Air Traffic Control Service, Inc. - Revolver 0.4 -
Mist Holding Co. - Delayed Draw & Revolver 3.9 3.6
Mountainside Fitness Acquisitions, LLC - Delayed Draw & Revolver 0.9 1.6
North American Central School Bus Intermediate Holding Company, LLC - Delayed Draw 0.8 0.8
One East Camelback, LLC - Delayed Draw 1.8 4.5
Payrange, LLC - Revolver 0.6 0.6
PT&C Group, LLC - Delayed Draw & Revolver 1.4 7.8
QMACS Intermediate, Inc. - Delayed Draw & Revolver 6.7 -
SDG Mgmt Company, LLC - Delayed Draw & Revolver 0.5 2.3
Sensei Holdco, LLC - Delayed Draw & Revolver 2.9 2.9
Soapy Joe's Midco OC Holdings, LLC - Delayed Draw 3.6 3.8
Summit Management Partners Intermediate, LLC - Delayed Draw & Revolver 1.3 3.5
The Marlowe Apartments, LLC - Delayed Draw 0.6 1.1
TickPick Intermediate Holdings, LLC - Revolver 0.2 0.2
Top Rx, LLC - Revolver 0.2 0.6
UltraViolet Cyber, Inc. - Delayed Draw 6.0 6.0
US Signal Company, LLC - Delayed Draw & Revolver 0.1 0.6
Vehicle Management Services, LLC - Revolver 0.1 0.3
Vetnique Labs, LLC - Delayed Draw & Revolver 4.8 -
WHI Global, LLC - Revolver 0.2 0.3
Willow Breeze, LLC - Delayed Draw - 0.1
Total Portfolio Company Commitments(1)(2)(4)
$ 145.4 $ 89.2
(1)Represents the full amount of our commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between us and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.
(2)Our estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(3)Value rounds to less than $0.1 million.
(4)Table may not sum due to rounding.
Other Commitments and Contingencies
As of September 30, 2026, we did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of September 30, 2026, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
We have certain contracts under which we have material future commitments. Under the Investment Advisory Agreement, our Adviser provides us with investment advisory and management services. For these services, we pay the Management Fee and the Incentive Fee.
Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for the allocable portion (subject to the review and approval of our Board) of expenses incurred by it in performing its obligations under the Administration
Agreement, and the fees and expenses associated with performing compliance functions. Such reimbursable amounts include the allocable portion of the compensation of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, who provide operational and administrative services to us pursuant to the Administration Agreement. We reimburse the Administrator for the allocable portion of the compensation paid by the Administrator to such individuals based on a percentage of time those individuals devote, on an estimated basis, to our business and affairs. We may also reimburse the Administrator for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable to us. The Administrator also offers on our behalf significant managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.
Contractual Obligations
A summary of our contractual payment obligations as of September 30, 2026 is as follows:
Payments Due by Period
($ in millions) Total Less than
1 year
1-3 years 3-5 years After 5 years
SPV Credit Facility $ 296.0 $ - $ - $ 296.0 $ -
Total Contractual Obligations $ 296.0 $ - $ - $ 296.0 $ -
Distributions
We intend to elect to be treated, and intend to qualify annually, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we generally must distribute dividends to our shareholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses ("investment company taxable income"), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our shareholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax.
We will distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit equal to your allocable Share of the tax we paid on the capital gains deemed distributed to you. We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.
We have adopted a dividend reinvestment plan, pursuant to which shareholders will have their cash dividends and distributions automatically reinvested in additional Shares, rather than receiving cash dividends and distributions. Although distributions paid in the form of additional Shares will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, investors participating in a dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes. For the avoidance of doubt, a shareholder's distribution will either be paid by reinvesting such distribution in additional Shares pursuant to the dividend reinvestment plan, or in cash, depending on such shareholder's election under the dividend reinvestment plan.
We have commenced a Share repurchase program pursuant to which we intend to repurchase, in each quarter, up to 5% of our outstanding Shares as of the close of the previous calendar quarter (either by number of Shares or aggregate NAV), generally using a purchase price equal to our NAV per Share as of a recent date. However, we are not obligated to repurchase any Shares. The Board may, in its sole discretion, amend, suspend or terminate the Share repurchase program if it deems such action to be in our best interest and the best interests of our shareholders. As a result, Share repurchases may not be available each quarter, shareholders may not be able to sell their Shares promptly or at a desired price, and an investment in our Shares is not suitable if an investor requires short-term liquidity.
Any repurchase offer presented to our shareholders will remain open for a minimum of 20 business days following the commencement of the repurchase offer. In the materials that we send to our shareholders regarding a repurchase offer, we will include the date on which the repurchase offer will expire. All tenders for repurchase requests must be received prior to the expiration of the repurchase offer in order to be valid. Additionally, Shares that have not been outstanding for at least one year will be repurchased at 98% of the NAV per Share as of the last calendar day of the applicable quarter.
We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act and subject to compliance with applicable covenants and restrictions under any financing arrangements. All Shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued Shares.
For the nine months ended September 30, 2026, no shares were tendered for repurchase by shareholders pursuant to our tender offers.
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•the Investment Advisory Agreement;
•the Administration Agreement; and
•the Expense Support Agreement.
Additionally, we and the Adviser have received an exemptive order from the SEC that permits us and certain of our affiliates, subject to certain terms and conditions, to co-invest with other funds managed by the Adviser and its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Additionally, if the Adviser forms other funds in the future, we may co-invest on a concurrent basis with such other funds, subject to compliance with any exemptive relief, applicable regulations and regulatory guidance, and applicable allocation procedures.
Expense Support Agreement
We have entered into an expense support and reimbursement agreement (the "Expense Support Agreement") with the Adviser. Pursuant to the Expense Support Agreement, the Adviser has agreed to pay certain expenses on our behalf, including our organizational and offering costs (each, an "Expense Payment"). The Adviser is eligible to be reimbursed by us for such Expense Payments (a "Reimbursement Payment") as described below.
The amount of any Expense Payment by the Adviser, and our obligation to make a Reimbursement Payment, is determined by whether we exceed an annual expense cap equal to a percentage of our NAV (the "Annual Expense Cap"). For example, if the Annual Expense Cap in place was 1.35%, and we incurred expenses equivalent to 1.35% plus 25 basis points of our NAV during a given quarter, the Adviser would make an Expense Payment equivalent to the 25 basis points. In addition, if we incur expenses equivalent of 1.35% less 25 basis points in a given quarter, we would have the obligation to reimburse the Adviser up to 25 basis points of our NAV to the extent it does not exceed the total amount of reimbursable expenses due to the Adviser. The calculation of the Annual Expense Cap has been appropriately pro rated for our initial period of operations. See Note 3-Agreements and Related Party Transactions in Part I, Item 1 in this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
The preparation of our financial statements in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") will require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation as our most critical accounting estimate. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions.
Investments at Fair Value
Our assets are valued on a quarterly basis, or more frequently if required under the 1940 Act. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as our valuation designee (the "Valuation Designee") to determine the fair value of our investments that do not have readily available market quotations. Pursuant to our valuation policy approved by the Board, a valuation committee comprised of employees of the Adviser (the "Valuation Committee") is responsible for determining the fair value of our assets for which market quotations are not readily available, subject to the oversight of the Board.
Investments for which market quotations are readily available are typically valued at those market quotations. Market quotations are obtained from independent pricing services where available. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the quotes obtained. To validate market quotations, the Valuation Designee utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.
With respect to investments for which market quotations are not readily available, the Valuation Designee, or an independent third-party valuation firm engaged by the Valuation Designee, will take into account relevant factors in determining the fair value of our investments, including and in combination of: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company's ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date, which in many cases may reflect a lag in information. The independent third-party valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.
Recent Developments
Third Amended and Restated LLC Agreement
On October 30, 2026, we entered into a third amended and restated limited liability company agreement (the "Third Amended and Restated LLC Agreement"), which amends and restates the prior agreement that set forth the terms pursuant to which we are operated (the "Second Amended and Restated LLC Agreement").The Third Amended and Restated LLC Agreement amends the Second Amended and Restated LLC Agreement to, among other things: (i) define removal "for cause" in the context of the removal of members of our board of directors; (ii) update the threshold for the removal of our directors from two-thirds of outstanding Shares to fifty percent of outstanding Shares; and (iii) revise the forfeiture threshold, such that if an investor defaults, the defaulting investor forfeits fifty percent of their outstanding Shares, rather than one hundred percent of their outstanding Shares.
Crestline Lending Solutions LLC published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 17:43 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]