Lord Abbett Private Credit Fund 1 LP

11/12/2026 | Press release | Distributed by Public on 11/12/2026 14:44

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

Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except share amounts, per share data, percentages, and as otherwise noted)

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to "we," "us," "our," or the "Company" refer to Lord Abbett Private Credit Fund.

OVERVIEW

We were formed on November 27, 2023, as a Delaware limited partnership named Lord Abbett Private Credit Fund 1, LP. On August 30, 2024, we converted to a Delaware statutory trust and were renamed Lord Abbett Private Credit Fund. We are a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We are externally managed by the Adviser, which manages our day-to-day operations and provides us with investment advisory services pursuant to the terms of the Advisory Agreement. The Adviser is registered as an investment adviser with the SEC. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

The Adviser oversees (subject to the oversight of the Board, a majority of whom are Independent Trustees) the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the terms of the Advisory Agreement. Under the Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to pay Lord, Abbett & Co. LLC (the "Administrator") an administration fee on a monthly basis.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly originated, senior secured loans to U.S. middle-market companies.

As a BDC, we may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. "Qualifying assets" are generally privately offered securities issued by U.S. private companies or thinly traded public companies. We may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies, joint ventures or other interests that are non-qualifying. The Adviser directly originates credit opportunities from a large universe of private equity sponsors, strategic sourcing relationships, intermediaries and other direct lenders, as well as internal Lord Abbett resources.

We generally intend to distribute substantially all of our available earnings annually by paying distributions on a monthly basis, as determined by our Board, in its discretion.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not assumed by the Company. We will bear the following costs and expenses of our operations, administration and transactions, including, but not limited to (1) investment advisory fees, including the Base Management Fee and Incentive Fee, to the Adviser, pursuant to the Advisory Agreement; (2) Administration fee ("Administration Fee") to the Administrator, pursuant to the Administration Agreement; and (3) other expenses of the Company's operations and transactions listed in "Item 1. Business - Expenses" in our Form 10-K filing.

Expense Support and Conditional Reimbursement Agreement

Pursuant to the Expense Support Agreement that we have entered into with the Adviser, the Adviser is obligated to advance all of our Other Operating Expenses (each, a "Required Expense Payment") to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company's NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates. "Other Operating Expenses" means the Company's organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company's allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding the Company's base management and incentive fees owed to the Adviser, financing fees and costs (other than upfront fees on the Company's initial credit facility), brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Common Shares, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance with GAAP.

The Adviser may elect to pay, at such times as the Adviser determines, certain expenses on our behalf (each, a "Voluntary Expense Payment" and together with a Required Expense Payment, the "Expense Payments"), provided that no portion of the payment will be used to pay shareholder servicing and/or distribution fees, if any, of the Company. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

Following any month in which Other Operating Expenses are below the Expense Cap on an annualized basis, the Adviser may be reimbursed (a "Required Reimbursement Payment") for any Required Expense Payment to the extent that (i) the Other Operating Expenses, inclusive of such Required Reimbursement Payment remain at or below the Expense Cap and (ii) the applicable Required Expense Payment was made no more than three (3) years prior to the Required Reimbursement Payment.

Following any calendar month in which Available Operating Funds exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as "Excess Operating Funds"), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Voluntary Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company with respect to Voluntary Expense Payments shall be referred to herein as a "Voluntary Reimbursement Payment", and together with the Required Reimbursement Payments, the "Reimbursement Payments". "Available Operating Funds" means the sum of (i) our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Voluntary Reimbursement Payment for any calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, (2) the Company's Operating Expense Ratio at the time of such Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, or (3) the Company's Other Operating Expenses at the time of such Voluntary Reimbursement Payment exceed 0.70% of the Company's NAV. "Effective Rate of Distributions Per Share" means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The "Operating Expense Ratio" is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, if any, and interest expense, by the Company's net assets. "Operating Expenses" means all of the Company's operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

The Company's obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

The Expense Support Agreement automatically renewed on October 4, 2026 for an additional one-year term ending October 4, 2027 and shall renew automatically for successive one-year terms thereafter unless either the Company or the Adviser determines to terminate it and so notifies the other party. Either the Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Adviser will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.

The following table presents a cumulative summary of the expense payments and reimbursement payments since the Company's commencement of operations:

For the Quarter Ended Required Expense
Payments by
Adviser
Required
Reimbursement
Payments to Adviser
Unreimbursed
Expense Payments
Reimbursement Eligibility
Expiration
March 31, 2024 $ 232 $ - $ 232 March 31, 2027
June 30, 2024 832 - 832 June 30, 2027
September 30, 2024 572 - 572 September 30, 2027
December 31, 2024 949 - 949 December 31, 2027
March 31, 2025 353 - 353 March 31, 2028
June 30, 2025 280 - 280 June 30, 2028
September 30, 2025 680 - 680 September 30, 2028
December 31, 2025 2,424 - 2,424 December 31, 2028
March 31, 2026 135 - 135 March 31, 2029
June 30, 2026 292 - 292 June 30, 2029
September 30, 2026 $ 1,249 $ - $ 1,249 September 30, 2029
Total $ 7,998 $ - $ 7,998

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:

As of
September 30, 2026
As of
December 31, 2025
Cost Fair Value % of Total
Investments at
Fair Value
Cost Fair Value % of Total
Investments at
Fair Value
First Lien Secured Debt $ 1,726,840 $ 1,720,233 94% $ 1,219,955 $ 1,217,362 93%
Second Lien Secured Debt 30,028 27,203 1% 29,951 30,070 2%
Equity 1,621 1,774 -(a) 890 890 -(a)
Investments in Joint Venture 80,629 80,338 4% 61,592 61,606 5%
Total Investments at Fair value $ 1,839,118 $ 1,829,548 100% $ 1,312,388 $ 1,309,928 100%
(a) Amount is less than 1%

Our debt portfolio displayed the following characteristics of each of our investments:

September 30, 2026 December 31, 2025
Number of portfolio companies 70 45
Percentage of performing debt bearing a floating rate 100% 100%
Percentage of performing debt bearing a fixed rate 0% 0%
Percentage of our total portfolio on non-accrual 0% 0%

The following table presents information concerning portfolio companies to which the Company has made loans:

Portfolio Company Metrics(1):
Median 12-month EBITDA: $96 million(2)(7)
Weighted average net leverage: 5.0x(2)(3)
Weighted average loan to value: 42%(2)(4)
Weighted average interest coverage: 2.4x(2)(5)
Weighted average yield on debt investments, at cost: 9.6%(6)
(1) Amounts were derived from the most recently available financial statements provided by portfolio companies which have not been independently verified by us and may reflect a normalized or adjusted amount. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(2) Metrics exclude one liquid loan. Metrics also exclude one recurring revenue investment, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Weighted average metrics are calculated as a percentage of funded par value of debt investments.
(3) Net leverage is the ratio of total senior debt minus cash divided by EBITDA and taking into account leverage through the tranche to which the Company is a lender.
(4) Calculated using total senior debt minus cash divided by total enterprise value estimated by the private equity sponsor or market comparables and taking into account leverage through the tranche to which the Company is a lender.
(5) Interest coverage for a particular portfolio company is calculated by taking EBITDA and dividing by annualized latest reported interest expense.
(6) Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, plus the annual unused fees, as applicable on debt securities divided by (b) total debt investments at cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(7) For the portfolio companies included in the calculation above, median 12-month EBITDA at the time of the Company's initial investment was $82 million.

Investment Activity

Our investment activity is presented below:

For the nine months
ended September 30, 2026
For the nine months
ended September 30, 2025
Investment Activity
Investments, beginning of period $ 1,309,928 $ 472,588
New investments purchased 960,054 567,670
Payment-in-kind interest income capitalized 754 -
Investments sold or repaid (438,802) (91,947)
Net accretion of discount on investments 4,636 1,884
Net realized gain (loss) on investments 88 -
Net change in unrealized appreciation (depreciation) (7,110) 269
Investments, end of period $ 1,829,548 $ 950,464
Portfolio Companies
Portfolio Companies Beginning Period 45 22
Number of new investment commitments in portfolio companies 31 15
Number of investment commitments exited or fully repaid 6 4
Number of Portfolio Companies at period end 70 33
Count of industries 27 16

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

For the three months
ended September 30, 2026
For the three months
ended September 30, 2025
Total investment income $ 41,653 $ 23,027
Less: Net expenses 19,454 11,854
Net investment income before taxes 22,199 11,173
Net investment income after taxes 22,199 11,173
Net change in unrealized appreciation (depreciation) (374 ) 908
Net realized gain (loss) 5 -
Net increase (decrease) in net assets resulting from operations $ 21,830 $ 12,081
For the nine months
ended September 30, 2026
For the nine months
ended September 30, 2025
Total investment income $ 111,174 $ 55,671
Less: Net expenses 52,506 29,057
Net investment income before taxes 58,668 26,614
Net investment income after taxes 58,668 26,614
Net change in unrealized appreciation (depreciation) (6,954 ) 269
Net realized gain (loss) 88 -
Net increase (decrease) in net assets resulting from operations $ 51,802 $ 26,883

Investment Income

For the three months ended September 30, 2026, total investment income increased by $18.7 million to $41.7 million, compared to $23.0 million for the corresponding period in 2025. The increase was primarily attributable to continued capital deployment and the resulting growth in our investment portfolio, which contributed to higher interest income. The fair value of our investment portfolio increased to $1.8 billion as of September 30, 2026, compared to $950 million as of September 30, 2025. We expect investment income to fluctuate based on several factors, including the pace of new investment originations, repayments, changes in portfolio composition and prevailing interest rates. The composition of our investment income for the three and nine months ended September 30, 2026 and for the three and nine months ended September 30, 2025 was as follows (dollars in thousands):

For the three months
ended September 30, 2026
For the three months
ended September 30, 2025
Investment income:
Non-controlled/non-affiliated investments:
Interest income $ 36,222 $ 20,722
Payment-in-kind interest income 255 -
Fee income 2,634 374
Controlled/affiliated investments:
Dividend income $ 2,542 $ 1,931
Total Investment Income $ 41,653 $ 23,027
For the nine months
ended September 30, 2026
For the nine months
ended September 30, 2025
Investment income:
Non-controlled/non-affiliated investments:
Interest income $ 99,345 $ 50,156
Payment-in-kind interest income 754 -
Fee income 4,530 1,620
Controlled/affiliated investments:
Dividend income $ 6,545 $ 3,895
Total Investment Income $ 111,174 $ 55,671

Expenses:

Expenses were as follows:

For the three months
ended September 30, 2026
For the three months
ended September 30, 2025
Expenses:
Interest expense $ 12,801 $ 8,469
Income incentive fees 3,172 1,606
Management fees 2,027 1,004
Professional fees 1,882 1,070
Administration fees 507 250
Other general & administrative 314 65
Capital gains incentive fees - 70
Amortization of offering costs - -
Total expenses $ 20,703 $ 12,534
Expense reimbursement (1,249) (680)
Management fees waived - -
Net expenses $ 19,454 $ 11,854
For the nine months
ended September 30, 2026
For the nine months
ended September 30, 2025
Expenses:
Interest expense $ 34,867 $ 21,457
Income incentive fees 8,381 3,807
Management fees 5,464 2,370
Professional fees 3,274 2,014
Administration fees 1,366 592
Other general & administrative 830 202
Capital gains incentive fees - 35
Amortization of offering costs - 62
Total expenses $ 54,182 $ 30,539
Expense reimbursement (1,676) (1,312)
Management fees waived - (170)
Net expenses $ 52,506 $ 29,057

Total expenses before expense support for the three and nine months ended September 30, 2026, consisted primarily of interest and debt financing expenses, management fees, income based incentive fees, and professional fees, including accounting, reporting and legal expenses. Total expenses before expense support increased for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025, primarily due to higher interest and debt financing expenses resulting from increased borrowings to support portfolio growth, higher management fees attributable to an increase in the Company's average net assets, and higher income-based incentive fees resulting from increased investment income. We expect total expenses to increase as we continue to deploy capital and utilize borrowings to support the growth of our investment portfolio.

Interest and Other Financing Expenses

Interest expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs for the three and nine months ended September 30, 2026 were $12,801 and $34,867, respectively. Total interest expense (including unused commitment fees, amortization of debt issuance costs and deferred financing costs) for the three and nine months ended September 30, 2025, was approximately $8,469 and $21,457, respectively. The increase in total interest expense was primarily attributable to the growth of our investment portfolio and the corresponding increase in borrowings under our credit facilities to finance additional investment activity. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three and nine months ended September 30, 2026, was 5.72% and 5.63%, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three and nine months ended September 30, 2025, was 6.46% and 6.42%, respectively.

Net realized gain (loss) and change in unrealized appreciation (depreciation)

Net realized gain (loss) and change in unrealized appreciation (depreciation) were as follows:

For the three months
ended September 30, 2026
For the three months
ended September 30, 2025
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments $ 5 $ -
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments (417) 765
Controlled/affiliated investments 43 143
Net realized gain (loss) and change in unrealized appreciation (depreciation) $ (369) $ 908
For the nine months
ended September 30, 2026
For the nine months
ended September 30, 2025
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments $ 88 $ -
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments (6,649) 27
Controlled/affiliated investments (305) 242
Net realized gain (loss) and change in unrealized appreciation (depreciation) $ (6,866) $ 269

For the three and nine months ended September 30, 2026, net realized gain (loss) and change in unrealized appreciation (depreciation) was $(369) and $(6,866), respectively, which were primarily the result of the changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Shares, net borrowings from our credit facilities and unsecured debt, and cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Common Shares.

Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our share repurchase program and payment of cash distributions to our shareholders. Details of our credit facilities are described in "Item 1: Consolidated Financial Statements --Notes to Consolidated Financial Statements --Note 5. Debt." The average debt-to-equity leverage ratio for the three months ended September 30, 2026 was approximately 1.02x. We may also, from time to time, enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Unregistered Sales of Equity Securities

The following table summarizes the total Common Shares issued and proceeds received from the closings of the Company's continuous private offerings that occurred for the nine months ended September 30, 2026.

Date Received Shares Issued Proceeds Received
January 2, 2026 3,562,500 $ 89,490
February 2, 2026 1,899,681 47,644
March 2, 2026 536,078 13,348
April 1, 2026 1,752,181 43,437
May 1, 2026 379,963 9,415
June 1, 2026 231,222 5,732
July 1, 2026 426,589 10,605
August 3, 2026 3,249,536 80,589
September 1, 2026 1,740,469 43,233
Total 13,778,219 $ 343,493

The following table summarizes the total Common Shares issued and proceeds received from the closings of the Company's continuous private offerings that occurred for the nine months ended September 30, 2025.

Date Received Shares Issued Proceeds Received
February 3, 2025 1,782,884 $ 45,000
March 3, 2025 849,604 21,410
April 1, 2025 513,669 12,965
May 1, 2025 800,756 20,131
June 2, 2025 1,204,565 30,282
July 1, 2025 2,073,082 52,138
August 1, 2025 602,622 15,168
September 2, 2025 674,414 16,976
Total 8,501,596 $ 214,070

Distributions

The following table summarizes the Company's distributions declared, paid and payable for the nine months ended September 30, 2026:

Date Declared Record Date Payment Date Per Share Total Amount
January 23, 2026 January 31, 2026 February 25, 2026 $ 0.22 $ 5,413
February 24, 2026 February 28, 2026 March 26, 2026 0.22 5,838
March 23, 2026 March 31, 2026 April 29, 2026 0.22 5,966
April 20, 2026 April 30, 2026 May 29, 2026 0.22 6,358
May 26, 2026 May 31, 2026 June 26, 2026 0.22 6,450
June 23, 2026 June 30, 2026 July 28, 2026 0.22 6,509
July 21, 2026 July 31, 2026 August 27, 2026 0.22 6,580
August 24, 2026 August 31, 2026 September 28, 2026 0.22 7,305
September 21, 2026 September 30, 2026 October 29, 2026 0.22 7,697
Total $ 58,116

The following table summarizes the Company's distributions declared, paid and payable for the nine months ended September 30, 2025:

Date Declared Record Date Payment Date Per Share Total Amount
January 29, 2025 January 29, 2025 February 25, 2025 $ 0.25 $ 2,017
February 26, 2025 February 26, 2025 March 27, 2025 0.24 2,365
March 27, 2025 March 27, 2025 April 28, 2025 0.24 2,569
April 24, 2025 April 30, 2025 May 27, 2025 0.24 2,692
May 22, 2025 May 30, 2025 June 27, 2025 0.24 2,885
June 24, 2025 June 30, 2025 July 28, 2025 0.23 3,044
July 24, 2025 July 31, 2025 August 27, 2025 0.23 3,524
August 25, 2025 August 31, 2025 September 26, 2025 0.23 3,665
September 22, 2025 September 30, 2025 October 28, 2025 0.22 3,658
Total $ 26,419

Dividend Reinvestment Plan

Shareholders whose Common Shares are registered with State Street Bank and Trust Company (the "Agent"), will automatically be enrolled (the "Participants") in the Company's Dividend Reinvestment Plan (the "DRIP"). The Company will declare its income dividends or capital gains or other distributions ("Distributions") payable in Common Shares, or, at the option of the shareholder, in cash. Therefore, each Participant will have all Distributions, net of any applicable U.S. withholding taxes, on his or her Common Shares automatically reinvested (net of applicable withholding tax) in additional Common Shares, unless such Participant elects to receive such Distributions in cash by contacting the Agent. An election to receive cash may be revoked or reinstated at the election of the shareholder. On the payment date for a Distribution, the Agent shall receive newly issued Common Shares ("Additional Shares"), including fractions, from the Company for each Participant's account. The number of Additional Shares to be credited shall be determined by dividing the dollar amount of the Distribution by the net asset value per Common Share on the payment date. The net asset value per Common Share on a particular date shall be the amount calculated on that date (or if not calculated on such date, the amount most recently calculated) by or on behalf of the Company in accordance with the Company's current private placement memorandum. It is contemplated that the Company will pay dividends at least quarterly. If, for any reason beyond the control of the Agent, reinvestment of the Distributions cannot be completed within thirty (30) days after the applicable payment date for such Distribution, funds held by the Agent on behalf of a Participant will be distributed to that Participant.

The following table summarizes the amounts received and Common Shares issued to shareholders who have participated in the DRIP for the nine months ended September 30, 2026:

Payment Date DRIP Shares Issued Amount per Share DRIP Shares Value
January 28, 2026 24,693 $ 25.12 $ 620
February 25, 2026 32,946 25.08 827
March 26, 2026 34,298 24.90 854
April 29, 2026 35,727 24.79 886
May 29, 2026 37,019 24.78 917
June 26, 2026 37,999 24.79 942
July 28, 2026 38,822 24.86 965
August 27, 2026 40,682 24.80 1,008
September 28, 2026 45,762 24.84 1,137
Total 327,948 $ 8,156

The following table summarizes the amounts received and Common Shares issued to shareholders who have participated in the DRIP for the nine months ended September 30, 2025:

Payment Date DRIP Shares Issued Amount per Share DRIP Shares Value
April 28, 2025 343 $ 25.24 $ 9
May 27, 2025 1,195 25.14 30
June 27, 2025 8,726 25.14 219
July 28, 2025 13,997 25.15 352
August 27, 2025 14,065 25.17 354
September 26, 2025 16,068 25.17 404
Total 54,394 $ 1,368

Share Repurchase Program

The Company commenced a share repurchase program in which it intends to repurchase up to 5% of the Common Shares outstanding as of the close of the previous calendar quarter, at the discretion of the Board. The Board may amend, suspend or terminate the share repurchase program if in its reasonable judgment it deems such action to be in the Company's best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and its shareholders on a quarterly basis. However, the Board is not required to authorize the recommencement of the share repurchase program within any specified period of time. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

On April 30, 2026, under the Company's share repurchase program, the Company made a tender offer to purchase up to 1,327,050.25 Common Shares, which represents approximately 5% of the Company's outstanding shares as of February 28, 2026. The tender offer was for cash at a price equal to the net asset value per share as of June 30, 2026. The offer expired at 11:59 P.M., Eastern Time, on May 29, 2026. All repurchase requests validly tendered and not withdrawn were satisfied in full.

On July 30, 2026, under the Company's share repurchase program, the Company made a tender offer to purchase up to 1,465,813.51 Common Shares, which represents approximately 5% of the Company's outstanding shares as of May 31, 2026. The tender offer was for cash at a price equal to the net asset value per share as of September 30, 2026. The offer expired at 11:59 P.M., Eastern Time, on August 27, 2026. All repurchase requests validly tendered and not withdrawn were satisfied in full.

The following table summarizes the shares repurchased and consideration paid by the Company pursuant to its tender offer during the nine months ended September 30, 2026.

Tender Offer
Commencement
Repurchase
Request
Deadline
Amount of /
Percentage
of Outstanding
Shares
Offered to
Repurchase
Pricing Date(2) Price
Paid
Per Share
Amount
Repurchased
in
Tender Offer
Number of
Shares
Repurchased in
Tender Offer
Percentage of
Outstanding
Shares
Repurchased in
Tender Offer
30-Apr-26 29-May-26 1,327,050 / 5.00%(1) 30-Jun-26 $24.86 $3,468 139,488 0.53%
30-Jul-26 27-Aug-26 1,465,814 / 5.00%(1) 30-Sep-26 $24.86 $527 21,179 0.07%
(1) Reflects 5.00% of outstanding shares as of February 28, 2026 and May 31, 2026, respectively.
(2) The tender offer was for cash at a price equal to the net asset value per share as of this date.

Debt

The Company's outstanding debt obligations were as follows:

As of September 30, 2026
Aggregate
Principal
Committed
Outstanding
Principal
Less
Unamortized Deferred
Financing Cost
Carrying Value per
Consolidated
Statement of
Assets
and Liabilities
SMBC Revolving Credit Facility $ 325,000 $ 172,656 (1) $ 2,371 $ 170,285
BofA ABL Credit Facility 550,000 468,860 3,476 465,384
RBC ABL Credit Facility 450,000 359,522 (2) 1,578 357,944
Total $ 1,325,000 $ 1,001,038 $ 7,425 $ 993,613
(1) Net of $626 in unrealized appreciation related to foreign currency translations
(2) Net of $(650) in unrealized depreciation related to foreign currency translations
As of December 31, 2025
Aggregate
Principal
Committed
Outstanding
Principal
Less
Unamortized Deferred
Financing Cost
Carrying Value per
Consolidated
Statement of
Assets
and Liabilities
SMBC Revolving Credit Facility $ 325,000 $ 226,248 (1) $ 2,879 $ 223,369
BofA ABL Credit Facility 450,000 406,300 2,298 404,002
RBC ABL Credit Facility 300,000 170,402 (2) 723 169,679
Total $ 1,075,000 $ 802,950 $ 5,900 $ 797,050
(1) Net of ($71) in unrealized depreciation related to foreign currency translations
(2) Net of ($123) in unrealized depreciation related to foreign currency translations

RECENT DEVELOPMENTS

Refer to Note 9 - Subsequent Events to our Consolidated Financial Statements included in this Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements.

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with Rule 2a-5 under the 1940 Act and ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See "Item 1. Business - Determination of Net Asset Value" in our Form 10-K for more information on how we value our investments.

RELATED PARTY TRANSACTIONS

See Note 3 to the Consolidated Financial Statements for information on the Company's related party transactions.

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