Steele Creek Capital Corp.

11/14/2025 | Press release | Distributed by Public on 11/14/2025 14:52

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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 MSC Capital LLC prior to the Conversion (as defined herein), and Steele Creek Capital Corporation on and after the Conversion.

Forward-Looking Statements

Some of the statements in this report constitute forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially and these statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

our future operating results;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the impact of a prolonged U.S. government shutdown;
the ability of the Steele Creek Investment Management LLC (the "Investment Advisor") to locate suitable investments for us and to monitor and administer our investments;
the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;
risk associated with possible disruptions in our operations or the economy generally;
the timing of cash flows, if any, from the operations of the companies in which we invest;
the adequacy of our cash resources and working capital;
the ability of the companies in which we invest to achieve their objectives;
the dependence of our future success on the general economy and its effect on the industries in which we invest;
our ability to maintain our qualification as a BDC and as a RIC under the Code;
the use of borrowed money to finance a portion of our investments;
the adequacy, availability and pricing of our financing sources and working capital;
actual or potential conflicts of interest with the Investment Advisor and its affiliates;
our contractual arrangements and relationships with third parties;
our expected financings and investments;
the economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and
the risks, uncertainties and other factors we identify under "Item 1A. Risk Factors" and elsewhere in this quarterly report on Form 10-Q.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the U.S. Securities and Exchange Commission ("SEC") in the future, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

Overview

We are a financial services company that primarily invests in syndicated corporate bank loans, bonds, other debt securities, and structured products. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC and has elected to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a RIC under the Code. We were formed on June 3, 2020 as a Delaware limited liability company under the name MSC Capital LLC. MSC Capital LLC was formed by Steele Creek Investment Management LLC, Moelis Asset and two affiliates. On October 7, 2020, MSC Capital LLC converted to a Maryland corporation (the "Conversion"), named Steele Creek Capital Corporation. On September 3, 2020, we formed a wholly-owned consolidated special purpose financing vehicle, Steele Creek Capital Funding I, LLC ("Funding I"), a Delaware limited liability company. Funding I was formed to hold the Company's investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets were granted to BNP Paribas ("BNP") and to be used as collateral for the credit facility. On August 28, 2024, we formed a wholly-owned special purpose financing vehicle, Steele Creek Capital Funding II, LLC ("Funding II"), a Delaware limited liability company. Funding II was formed to hold the Company's investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets were granted to Bank of America ("BoA") and to be used as collateral for the credit facility. As of September 24, 2025, Funding I was completely wound down and accounts were closed.

Our investment objective is to generate high current income by investing primarily in fixed income instruments, including broadly syndicated bank loans, structured products, mezzanine financings and senior secured bonds. We provide moderate liquidity to our shareholders by offering a quarterly share repurchase program. As of September 30, 2025, approximately 1,139,227 shares have been tendered through the share repurchase program. Broadly syndicated loans are generally more liquid than directly originated investments and may provide more attractive financing terms than less liquid assets. Mezzanine financings are generally unrated or below investment grade rated investments that have greater credit and liquidity risk than more highly rated debt obligations. Moreover, mezzanine financings are generally unsecured and subordinate to other obligations of the obligor and are subject to many of the same risks as those associated with high-yield debt securities.

Revenues

We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. We generally expect our debt investments to bear interest at a floating rate usually determined on the basis of a benchmark such as the Secured Overnight Financing Rate ("SOFR"). Interest on debt securities is generally payable monthly, quarterly or semi-annually. In some instances, we expect to 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 date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity is also expected to reflect the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of fees to our Investment Advisor under the Investment Advisory Agreement, our allocable portion of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

our initial organization costs incurred prior to the commencement of our operations;
operating costs incurred prior to the commencement of our operations;
the cost of calculating our net asset value, including the cost of any third-party valuation services;
the cost of effecting sales and repurchases of shares of our common stock and other securities, including in connection with the Private Offering;
distribution and shareholder servicing fees payable to our dealer manager and financial intermediaries;
fees payable to third parties relating to making investments, including our Investment Advisor's or its affiliates' travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
interest expense and other costs associated with our indebtedness;
transfer agent and custodial fees;
out-of-pocket fees and expenses associated with marketing efforts;
federal and state registration fees and any stock exchange listing fees;
U.S. federal, state and local taxes;
Independent Directors' fees and expenses;
brokerage commissions and markups;
fidelity bond, directors' and officers' liability insurance and other insurance premiums;
direct costs, such as printing, mailing, long distance telephone and staff;
fees and expenses associated with independent audits and outside legal costs;
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of including overhead expenses.

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 under the Administration Agreement. All of the foregoing expenses will ultimately be borne by our stockholders.

Our Investment Advisor is authorized to determine the broker to be used for each portfolio transaction. In selecting brokers to execute transactions, the Investment Advisor need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. In selecting brokers, the Investment Advisor may or may not negotiate "execution only" commission rates and thus we may be deemed to be paying for other services provided by the broker that are included in the commission rate. In negotiating commission rates, the Investment Advisor will take into account the financial stability and reputation of the broker and the brokerage, research and other services provided to us, the Investment Advisor and other customers of the Investment Advisor and its affiliates by such broker, even though we may not, in any particular instance, be the direct or indirect beneficiaries of the research or other services provided and the management fee payable to the Investment Advisor is not reduced because it receives such services. In addition, the Investment Advisor may direct commissions to certain brokers that on the foregoing basis may furnish other services to us, the Investment Advisor and other customers of the Investment Advisor and its affiliates, such as telephone lines, news and quotation equipment, electronic office equipment, account record keeping and clerical services, trading software, financial publications and economic consulting services. As a result of the brokerage practices described above, the levels of commission paid, and prices paid or received by us in portfolio transactions may be less favorable than in portfolio transactions effected on a best price and execution basis.

Compensation Paid to the Dealer Manager and Participating Financial Intermediaries

The Company has engaged S2K Financial LLC as dealer manager to assist with the placement of the Company's shares ("Dealer Manager"). Investors will pay a maximum upfront sales load of up to 5.5% of the Company's net asset value per share for combined upfront selling commissions and dealer manager fees. Investors will pay a maximum upfront selling commission of 3.0% and a maximum dealer manager fee of 2.5%. The purchase price paid by an investor will be the Company's net asset value per share plus all upfront selling commissions and dealer manager fees. All or a portion of selling commissions and dealer manager fees may be reduced or eliminated in connection with certain categories of sales such as, without limitation, sales through investment advisers or sales to our affiliates.

The Company will pay to the Dealer Manager a shareholder servicing fee ("Shareholder Servicing Fee") at a maximum annual rate equal to 0.0% of the Company's net assets up to $28,200 thousand and of 1.0% of the Company's net assets over $28,200 thousand. The Shareholder Servicing Fee will be payable on a monthly basis. With respect to each share sold, the Shareholder Servicing Fee will be paid until the third anniversary of the applicable month of purchase. All or a portion of which may be reallowed by the Dealer Manager to participating Financial Intermediaries. The purpose of the Shareholder Servicing Fee is to reimburse our Dealer Manager for costs incurred by selected Financial Intermediaries and investment representatives for providing ongoing shareholder services. The Shareholder Servicing Fee is paid pursuant to a Servicing Plan adopted by the Board, including a majority of the Independent Directors and who have no direct or indirect financial interest in the operation of the Servicing Plan or in any agreements entered into in connection therewith. The Servicing Plan will remain in effect for so long as such continuance is reapproved annually by the Board.

The Investment Advisor or its affiliates, in Investment Advisor's discretion and from their own resources, will pay additional compensation to our Dealer Manager in connection with the sale and servicing of shares ("Additional Compensation"). In return for the Additional Compensation, the Company may receive certain marketing advantages. Our Dealer Manager may reallow all or a portion of the Additional Compensation to participating Financial Intermediaries. The Additional Compensation will not be paid by our shareholders.

Current Market Conditions

The syndicated loan market inked another positive quarter with the returns largely driven by the interest component as prices held steady quarter over quarter. Demand driven by robust CLO issuance continued to outstrip supply, with Q3 inflows totaling $79BN versus net loan issuance volume of $65BN according to LevFin Insights. Spread compression remained prevalent as refinancing and repricing activity mainly dominated new issue volumes given the technical imbalance and large percentage of loans trading above par. The J.P. Morgan Leveraged Index returned 1.7% for the quarter and the average bid price of 97 was unchanged versus the prior quarter.

Portfolio and Investment Activity

As of September 30, 2025, our portfolio had a fair market value of approximately $119,798 thousand, a cost basis of approximately $123,927 thousand and was comprised of investments, measured at fair value. Our loan portfolio consisted of 219 investments in 28 industries and in 8 domiciled countries. The following table depicts a summary of the portfolio as of September 30, 2025 (in thousands):

Investments
Cost $ 123,927
Cumulative Net Unrealized Depreciation (4,129 )
Fair Value $ 119,798
Yield at Cost 7.15 %

As of December 31, 2024, our portfolio had a fair market value of approximately $121,572 thousand, a cost basis of approximately $125,533 thousand and was comprised of investments, measured at fair value. Our loan portfolio consisted of 190 investments in 26 industries and in 7 domiciled countries. The following table depicts a summary of the portfolio as of December 31, 2024 (in thousands):

Investments
Cost $ 125,533
Cumulative Net Unrealized Depreciation (3,961 )
Fair Value $ 121,572
Yield at Cost 7.84 %

As of September 30, 2025, 100.0% of the term loan investments in the portfolio bore interest at floating rates, with 32.7% of our loan portfolio (at fair value) and 34.6% of our loan portfolio (at cost) having an interest rate floor above 0.0%. Given the current interest rate environment in the United States SOFR base rates are above the floors in effect as of quarter end. Base rates on 100.0% of the loans in the portfolio exceed the stated floors.

As of December 31, 2024, 100% of the term loan investments in the portfolio bore interest at floating rates, with 46.0% of our loan portfolio (at fair value) and 47.6% of our loan portfolio (at cost) having an interest rate floor above 0.0%. Given the current interest rate environment in the United States SOFR base rates are above the floors in effect as of year end. Base rates on 100% of the loans in the portfolio exceed the stated floors.

The portfolio is actively managed, with a turnover ratio of 69.3% and 171.7% for the nine months ended September 30, 2025 and 2024, respectively. Our loan portfolio rotation was reflective of the active management style, which seeks to optimize the portfolio based on current market conditions by rotating into positions that have better relative values. The annualized average yield as of September 30, 2025 and 2024 on the investment was 7.39% and 8.64%, respectively. The following tables depict the portfolio activity (in thousands):

Three months
ended
September 30,
2025
Nine months
ended
September 30,
2025
Fair Value, Beginning $ 115,781 $ 121,572
Purchases 20,390 81,941
Sales and Repayments (15,421 ) (81,704 )
Payment in-kind interest income 70 203
Non-cash income accrual 28 141
Net realized gains (losses) 360 (2,186 )
Net unrealized appreciation (depreciation) (1,410 ) (169 )
Fair Value, Ending $ 119,798 $ 119,798
Three months
ended
September 30,
2024
Nine months
ended
September 30,
2024
Fair Value, Beginning $ 138,333 $ 138,533
Purchases 61,066 233,425
Sales and Repayments (72,659 ) (244,590 )
Payment in-kind interest income 56 134
Non-cash income accrual 45 181
Net realized gains (losses) (53 ) (1,682 )
Net unrealized appreciation (depreciation) (402 ) 385
Fair Value, Ending $ 126,386 $ 126,386
Three months
ended
September 30,
2025
Nine months
ended
September 30,
2025
Investments, Beginning 193 190
Purchases (new) 67 151
Complete exit (41 ) (122 )
Investments, Ending 219 219
Three months
ended
September 30,
2024
Nine months
ended
September 30,
2024
Investments, Beginning 209 205
Purchases (new) 53 220
Complete exit (66 ) (229 )
Investments, Ending 196 196

The portfolio was diversified across both issuers and industries with the average investment exposure in our portfolio of $547 thousand at fair value, or 0.5% of the total portfolio, as of the nine months ended September 30, 2025. The following table shows the portfolio composition by industry grouping at fair value as a percentage of the total portfolio as of September 30, 2025:

Industry As of
September 30,
2025
Banking, Finance, Insurance & Real Estate 15.3 %
Services: Business 14.5 %
Healthcare & Pharmaceuticals 9.5 %
High Tech Industries 6.1 %
Telecommunications 5.8 %
Hotel, Gaming & Leisure 5.3 %
Construction & Building 4.8 %
Chemicals, Plastics & Rubber 4.3 %
Containers, Packaging & Glass 4.0 %
Aerospace & Defense 3.4 %
Capital Equipment 3.1 %
Energy: Oil & Gas 2.6 %
Retail 2.5 %
Services: Consumer 2.5 %
Automotive 2.4 %
Media: Broadcasting & Subscription 2.1 %
Utilities: Electric 2.1 %
Transportation: Consumer 1.8 %
Beverage, Food & Tobacco 1.5 %
Transportation: Cargo 1.5 %
Consumer goods: Durable 1.2 %
Consumer goods: Non-durable 1.1 %
Metals & Mining 0.7 %
Energy: Electricity 0.7 %
Media: Advertising, Printing & Publishing 0.4 %
Forest Products & Paper 0.3 %
Media: Diversified & Production 0.3 %
Environmental Industries 0.2 %
100.0 %

The portfolio was diversified across both issuers and industries with the average investment exposure in our loan portfolio of $640 thousand at fair value, or 0.5% of the total portfolio, as of the year ended December 31, 2024. The following table shows the loan portfolio composition by industry grouping at fair value as a percentage of total loans as of December 31, 2024:

Industry As of
December 31,
2024
Banking, Finance, Insurance & Real Estate 14.6 %
Services: Business 14.1 %
Healthcare & Pharmaceuticals 9.5 %
Construction & Building 7.1 %
Telecommunications 5.8 %
High Tech Industries 5.6 %
Hotel, Gaming & Leisure 5.4 %
Chemicals, Plastics, & Rubber 4.9 %
Aerospace & Defense 4.0 %
Containers, Packaging & Glass 3.0 %
Retail 2.8 %
Automotive 2.5 %
Transportation: Cargo 2.3 %
Energy: Electricity 2.3 %
Media: Broadcasting & Subscription 2.2 %
Energy: Oil & Gas 2.0 %
Services: Consumer 2.0 %
Capital Equipment 1.8 %
Media: Advertising, Printing & Publishing 1.6 %
Beverage, Food & Tobacco 1.4 %
Transportation: Consumer 1.3 %
Utilities: Electric 1.3 %
Consumer goods: Durable 1.0 %
Metals & Mining 0.7 %
Consumer goods: Non-durable 0.6 %
Forest Products & Paper 0.2 %
100.0 %

Results of Operations

Operating results were as follows (in thousands):

Three months
ended
September 30,
2025
Nine months
ended
September 30,
2025
Investment income:
Interest income $ 2,314 $ 7,131
Payment in-kind interest income 70 203
Total investment income 2,384 7,334
Expenses:
Management fees 339 1,054
Interest and debt financing expenses 1,080 3,249
Professional fees 139 367
Incentive fees - 4
Administration expenses 102 235
Directors' fees 20 60
Custody fees 27 61
Other general and administrative expenses 113 453
Total expenses 1,820 5,483
Less: management fees waived (45 ) (465 )
Net expenses 1,775 5,018
Net investment income 609 2,316
Net realized (loss) gain on investments 360 (2,186 )
Net unrealized appreciation (depreciation) on investments (1,410 ) (169 )
Net realized and unrealized gain (loss) on investments (1,050 ) (2,355 )
Net increase (decrease) in net assets $ (441 ) $ (39 )
Three months
ended
September 30,
2024
Nine months
ended
September 30,
2024
Investment income:
Interest income $ 3,263 $ 10,099
Payment in-kind interest income 56 134
Other income 3 62
Total investment income 3,322 10,295
Expenses:
Management fees 460 1,385
Interest and debt financing expenses 1,556 4,600
Professional fees 124 333
Incentive fees 40 96
Administration expenses 52 202
Directors' fees 20 60
Legal fees - paid by Moelis Asset 11 11
Custody fees 12 35
Other general and administrative expenses 123 493
Total expenses 2,398 7,215
Less: management fees waived (129 ) (705 )
Net expenses 2,269 6,510
Net investment income 1,053 3,785
Net realized (loss) gain on investments (53 ) (1,682 )
Net unrealized appreciation (depreciation) on investments (402 ) 385
Net realized and unrealized gain (loss) on investments (455 ) (1,297 )
Net increase (decrease) in net assets $ 598 $ 2,488

Investment Income

Investment income is recorded on the accrual basis to the extent that such amounts are expected to be collected. Where applicable, OID and purchased discounts and premiums are accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. Investment income for the three and nine months ended September 30, 2025 was approximately $2,384 thousand and $7,334 thousand, respectively. Investment income for the three and nine months ended September 30, 2024 was approximately $3,322 thousand and $10,295 thousand, respectively. The decrease in total investment income was driven by repricing/refinancing activities and lower SOFR rates during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.

Total Expenses

Total expenses for the three and nine months ended September 30, 2025 of approximately $1,820 thousand and $5,483 thousand, respectively. Total expenses for the three and nine months ended September 30, 2024 of approximately $2,398 thousand and $7,215 thousand, respectively. Total expenses include management, incentive, audit and tax preparation fees, organizational costs, offering costs, interest and debt financing costs, directors' fees, administration expenses and other general and administrative expenses. Expenses are recognized on an accrual basis.

For the three and nine months ended September 30, 2025, the Investment Advisor waived $45 thousand of management fees and $465 thousand, respectively. The actions taken by Moelis Asset the Investment Advisor effectively reduced total expenses incurred by the Company for the three and nine months ended September 30, 2025 of approximately $1,820 thousand to approximately $1,775 thousand and $5,483 thousand to approximately $5,018 thousand.

For the three and nine months ended September 30, 2024, the Investment Advisor waived $129 thousand and $705 thousand of management fees, respectively. The actions taken by the Investment Advisor effectively reduced total expenses incurred by the Company for the three and nine months ended September 30, 2024 of approximately $2,398 thousand to approximately $2,269 thousand and $7,215 thousand to approximately $6,510 thousand, respectively.

Net Realized Gain and Losses on Investments

Sales and repayments of investments during the three and nine months ended September 30, 2025 totaled approximately $15,421 thousand and $81,704 thousand, respectively, resulting in net realized gains of approximately $360 thousand and realized losses of $2,186 thousand, respectively.

Sales and repayments of investments during the three and nine months ended September 30, 2024 totaled approximately $72,659 thousand and $244,590 thousand, respectively, resulting in net realized losses of approximately $53 thousand and $1,682 thousand, respectively.

Net Unrealized Appreciation or Depreciation on Investments

Unrealized depreciation for the three and nine months ended September 30, 2025 totaled approximately $1,410 thousand and $169 thousand, respectively. Unrealized depreciation during the three months ended September 30, 2024 totaled approximately $402 thousand. Unrealized appreciation during the nine months ended September 30, 2024 totaled approximately $385 thousand. This activity reflects the changes in fair value of investments as determined in compliance with the Investment Advisor's valuation policy.

Taxes

We elected to be treated and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.

Although not required for us to maintain our RIC tax status, in order to avoid the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the Excise tax Avoidance Requirement.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are taxed as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of any offering of shares of our common stock and from 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 the Private Offering. Our primary use of cash is investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders.

Capital Contributions

For the three and nine months ended September 30, 2025, the Company issued and sold 131,305 and 467,715 shares of Common Stock with a par value of $0.001 per share for an aggregate offering price of $1,194 thousand and $4,275 thousand. For the three and nine months ended September 30, 2024, the Company issued and sold 27,486 and 158,974 shares of Common Stock with a par value of $0.001 per share for an aggregate offering price of $265 thousand and $1,534 thousand, respectively.

The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

Our shares of common stock constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of our shares on a national securities exchange. There can be no guarantee that we will conduct a public offering and list our shares on a national securities exchange. Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to be exposed to higher liquidity risk than would be the case were the securities publicly listed and actively traded.

We provide moderate liquidity to our shareholders by offering a quarterly share repurchase program. During the three and nine months ended September 30, 2025, approximately 36,824 and 127,308 shares with an aggregate value of $337 thousand and $1,164 thousand were tendered and accepted by the Company. During the three and nine months ended September 30, 2024, approximately 629,851 shares and 743,479 shares with an aggregate value of $6,059 thousand and $7,154 thousand were tendered and accepted by the Company.

In September 2024, the Company adopted a dividend reinvestment plan ("DRIP") that provides for the reinvestment of dividends and other distributions on behalf of its stockholders that elect to participate in such plan. When the Company declares a dividend or distribution, the Company's current stockholders who have "opted in" to the DRIP will have their cash dividend automatically reinvested in additional shares of the Company's common stock. Existing investors were given the option to be enrolled into the DRIP, any investor that did not enroll will continue to receive their dividends in cash. All new stockholders will automatically be enrolled in the DRIP unless they opt out. Newly issued shares are valued based upon the month end closing price prior to payment of the dividend.

The following table summarizes the Company's distributions reinvested during the three months ended September 30, 2025.

Reinvestment Date NAV Per Share DRIP Shares Issued DRIP Shares Value
Three months ended September 30, 2025:
September 1, 2025 9.0205 45,983 $ 415
Total distributions reinvested 45,983 $ 415

For the three months ended September 30, 2024, no shares were reinvested.

As of November 14, 2025, 6,129,854 shares of the Company's Common Stock was issued and outstanding.

Borrowings

BNP Paribas

On October 13, 2020, we entered into a two-year secured revolving Credit Agreement (the "BNP Credit Agreement") with BNP as lender and administrative agent (the "BNP Credit Facility") providing a maximum of $45,000 thousand ("Maximum Facility Amount") to Steele Creek Capital Funding I, LLC ("Funding I"). The Company created a wholly-owned subsidiary, Funding I, which it used to hold the Company's investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets were granted to BNP to be used as collateral for the BNP Credit Facility. During the BNP Credit Facility's revolving period (earlier of the termination by the borrower or twelve-month anniversary of the closing date), it initially bore interest at LIBOR plus 175 basis points. The Company began transferring investments into Funding I, in October 2020.

Under the BNP Credit Agreement Funding I was required to pay an administrative agent fee equal to $25 thousand per annum and a structuring fee equal to 0.25% of the Maximum Facility Amount paid on the twelve-month anniversary of the closing date. Additionally, an unused fee was payable quarterly in arrears in an amount equal to 0.70% on the actual daily unused amount greater than 20% of the Maximum Facility Amount under the BNP Credit Facility from April 13, 2021 to the end of the revolving period.

On April 29, 2021, Funding I executed an amendment to the BNP Credit Facility. The amendment solidified the LIBOR transition to Secured Overnight Financing Rate ("SOFR") for the planned discontinuation of LIBOR. The amendment also increased the Individual Lender Maximum Facility Amount from $45,000 thousand to $80,000 thousand.

On October 28, 2021, the Company executed an additional amendment to the BNP Credit Agreement. Material amendments included the revolving period being extended 36 months, from 12 months to 48 months and the interest rate being reduced from LIBOR plus 175 basis points to LIBOR plus 140 basis points. The advance rate was increased from 67.5% to 70% and expanded to include a triple C bucket with a 60% advance rate. The structuring fee was increased from 0.25% of the Maximum Facility Amount to 0.50% of the Maximum Facility Amount and was paid in three equal installments (December 2021, December 2022, and December 2023). Updates were made to allow for more flexibility to move capital out of the facility subject to certain covenants.

On March 22, 2022, the Company amended the BNP Credit Agreement. Material amendments to the BNP Credit Agreement included the interest rate being converted from LIBOR plus 140 basis points to SOFR plus 15 basis points. In addition, the Individual Lender Maximum Facility Amount increased from $80,000 thousand to $95,000 thousand and the language and requirements related to the Agreed Upon Procedures provided by independent accountants were amended to be more appropriate for the underlying collateral.

On August 23, 2022, the Company amended the BNP Credit Agreement. This amendment contained certain conforming changes that were not material.

On July 10, 2023, the Company amended the BNP Credit Agreement. This amendment contained certain conforming changes that were not material.

On October 18, 2024, the Company terminated the existing BNP Credit Facility and the wholly owned subsidiary, Funding I, is in the process of being closed. The collateral assets began moving from Funding I to a newly created wholly owned subsidiary, Steele Creek Capital Funding II LLC ("Funding II"). Funding I will remain open until all assets are moved and accounts are closed.

The BNP Credit Facility was fully repaid on October 18, 2024.

The average debt outstanding and weighted average interest rate for the period October 1, 2024 through October 18, 2024 was $82,686 and 6.15%. For the period October 1, 2024 through October 18, 2024, we incurred interest and debt financing expenses of $388 thousand on the BNP Credit Facility. As of December 31, 2024, there was $0 outstanding or available to be drawn under the BNP Credit Facility. As of December 31, 2024, the BNP Credit Facility did not have a fair value. The fair value of the BNP Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions and is measured with Level 2 inputs. As of September 30, 2024, Funding I was in compliance with all covenants of the BNP Credit Facility.

Bank of America

On October 18, 2024 the Company entered into a three-year secured revolving Credit Agreement (the "BoA Credit Agreement") with BoA as lender and administrative agent (the "BoA Credit Facility") providing a maximum of $80,000 thousand ("BoA Maximum Facility Amount") to Funding II. Funding II will be used to hold the Company's investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets have been granted to BoA to use as collateral for the BoA Credit Facility. The BoA Credit Facility bears interest at Term Secured Overnight Financing Rate ("SOFR") plus 1.50%.

Funding II was required to pay an upfront fee equal to $400 thousand, calculated as 0.50% of the BoA Maximum Facility Amount. Additionally, an unused fee is payable monthly in arrears commencing in December 2024 in an amount equal to 0.50% until the four-month anniversary of the Closing Date. The unused fee rate after the four-month Closing Date is equal to 1.50%. The unused fee is calculated off the positive daily balance of 80% of the BoA Maximum Facility amount minus the aggregate outstanding amount.

The maturity date of the BoA Credit Facility is October 18, 2027, unless terminated earlier by the Company.

The weighted average interest rate as of September 30, 2025 and for the period October 18, 2024 through December 31, 2024 was 5.80% and 6.22 %, respectively.

For the three and nine months ended September 30, 2025, we incurred interest and debt financing expenses of $1,080 thousand and $3,249 thousand, respectively. The average debt outstanding for the three and nine months ended September 30, 2025 was $70,367 thousand and $71,376 thousand, respectively.

For the period October 18, 2024 through December 31, 2024, we incurred interest and debt financing expenses of $976 thousand. The average debt outstanding for the period October 18, 2024 through December 31, 2024 was $73,278 thousand.

As of September 30, 2025 and December 31, 2024, there was $71,889 thousand and $73,278 thousand outstanding and $8,111 thousand and $6,722 thousand available to be drawn under the BoA Credit Facility.

As of September 30, 2025 and December 31, 2024, the BoA Credit Facility had a fair value of $71,889 thousand and $73,278 thousand, respectively. The fair value of the BoA Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions and is measured with Level 2 inputs. As of both September 30, 2025 and December 31, 2024, Funding II was in compliance with all covenants of the BoA Credit Facility.

In addition, we may enter into additional agreements for a credit facility and/or subscription facility (each, a "Credit Facility"). A Credit Facility may be secured by all of the assets of a wholly-owned subsidiary and special purpose entity, formed in order to establish such Credit Facility. Each Credit Facility will provide for borrowings to make additional investments and for other general corporate purposes. It is anticipated that a Credit Facility will bear interest at floating rates at to be determined spreads over SOFR and will be secured by the Company's assets. The Credit Facility's interest rate is subject to change, including as a result of establishment of alternative reference rates.

Distribution Policy

To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Dividends to stockholders are recorded on the record date. Any dividends to our stockholders will be declared out of assets legally available for distribution.

We intend for the Company to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders 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 stockholders 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 our capital gains in excess of capital losses ("capital gain net income"), 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 currently intend to 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.

Asset Coverage

In accordance with the 1940 Act, the Company has historically only been allowed to borrow amounts such that its "asset coverage," as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Company to borrow up to one dollar for investment purposes for every one dollar of investor equity. "Asset coverage" generally refers to a company's total assets, less all liabilities and indebtedness not represented by "senior securities," as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. "Senior securities" for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On October 5, 2020, the Board and the Members of MSC Capital LLC voted to approve the adoption of the reduced asset coverage ratio.

As of September 30, 2025 and December 31, 2024, the Company had total senior securities of $71,889 thousand and $73,278 thousand, respectively, consisting of borrowings under the Credit Facility, and had asset coverage ratios of 176.5% and 174.6%, respectively. For a discussion of certain risks associated with the reduction of the required minimum asset coverage ratio applicable to the Company, see "Risk Factors - Risks Related to Our Business and Structure - The SBCAA allows us to incur additional leverage, which may increase the risk of investing with us."

Critical Accounting Policies

Valuation Procedures

Under procedures established by our Board and in accordance with the 1940 Act, our Investment Advisor values investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third-party pricing service on the date of determination. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value, subject at all times to the oversight and approval of our Board. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor, together with our independent valuation advisors, and subject at all times to the oversight and approval of our Board, will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. We have retained one or more independent providers of financial advisory services to assist the Investment Advisor and the Board by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, our Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Investment Advisor under the supervision of our Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below.

Level 1 - Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 - Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

Level 3 - Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

With respect to investments for which market quotations are not readily available, our Investment Advisor will undertake a multi-step valuation process each quarter, as described below:

Investments for which no such market prices are available or reliable will be preliminarily valued at such value as the Investment Advisor may reasonably determine, which may include third-party valuations;
At least once annually, the valuation for each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation will be reviewed by an independent valuation firm; and
Our Investment Advisor will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the respective independent valuation firms.

Investment Transactions, Realized/Unrealized Gains or Losses, and Income Recognition

Investment transactions are recorded on a trade date basis (for publicly-traded investments and securities traded through dealer markets) or upon closing of the transaction (for private investments). The cost of an investment includes all costs incurred by the Company as part of the purchase of such investment. The difference between the initially recognized cost and the subsequent fair value measurement of an investment is reflected as "net change in unrealized appreciation on non-controlled/non-affiliated company investments" on the Consolidated Statements of Operations.

Realized gain or loss from an investment is recorded at the time of disposition and calculated using the weighted average cost method. Unrealized gain or loss reflects the changes in fair value of investments as determined in compliance with the Investment Advisor's valuation policy.

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Management and Incentive Fees

The base management fee and the income-based incentive fees are expensed each quarter and payable in arrears. Additionally, we accrue a capital gains-based incentive fee quarterly that is paid annually in arrears. The accrual for the capital incentive fee includes the recognition of incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Company's portfolio as of period end and the termination of the Advisory Agreement on such date. Also, it should be noted that while we accrue the capital incentive fee quarterly, the expense will fluctuate with the Company's overall investment results and the expense will be finalized at year end.

Expenses

For the three and nine months ended September 30, 2025, the Company incurred expenses of approximately $1,820 thousand and $5,483 thousand, respectively. For the three and nine months ended September 30, 2024, the Company incurred expenses of approximately $2,398 thousand and $7,215 thousand, respectively. The expenses are primarily related to management fees, incentive fees, interest and debt financing expenses, organization expenses, professional fees, directors' fees, offering costs and administration and custodian fees. Expenses are recognized on an accrual basis.

Federal Income Taxes

We have elected to be treated, and to qualify annually, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. We intend to distribute sufficient dividends to maintain our RIC status each year and we do not anticipate paying any material federal income taxes in the future.

Investment Income

For debt investments, we record interest income on the accrual basis to the extent that such amounts are expected to be collected. OID and purchased discounts and premiums are accreted/amortized into interest income using the effective interest method, where applicable. We record prepayment premiums on loans and other investments as interest income when such amounts are received. We stop accruing interest on investments when it is determined that interest is no longer collectible. As of September 30, 2025 and 2024 we had no loans on non-accrual status.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.

Contractual Obligations

Commitments to extend credit include loan proceeds we are obligated to advance, such as delayed draws. Commitments generally have fixed expiration dates or other termination clauses. As of September 30, 2025 and December 31, 2024, the Company had no unfunded commitments.

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2025 and December 31, 2024, we had no outstanding commitments. These outstanding commitments can be comprised of investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded.

Related Party Transactions

As of September 30, 2025, affiliates owned approximately 42% of the Company representing approximately $23,303 thousand of the Company's net assets. As of December 31, 2024, affiliates owned approximately 43% of the Company representing approximately $23,308 thousand of the Company's net assets.

For the three and nine months ended September 30, 2025, Moelis Asset, parent of the Investment Advisor, did not make a contribution to the Company. For the three and nine months ended September 30, 2024, Moelis Asset contributed $11 thousand to pay legal fees incurred by the Company. Moelis Asset will incur these expenses and they will not be charged back to the Company.

The Company may, from time to time, purchase investments from, or sell investments to affiliates of our Investment Advisor at fair value on the trade date. For the three and nine months ended September 30, 2025 and 2024 there were no purchases of investments from or sales of investments to affiliates of our Investment Advisor.

For the three and nine months ended September 30, 2025 and 2024, the Company incurred $20 thousand and $60 thousand in directors' fees expense.

The Company carries employment practices liability, directors and officers and errors and omission insurance. For the best interests of the Company, these policies are joint liability policies with Moelis Asset and its affiliates.

Organizational and Offering Expenses

For the three and nine months ended September 30, 2025 and 2024 the Company did not incur organizational or offering expenses. Organizational costs are expensed as incurred and offering cost are amortized over a twelve-month period.

Investment Advisory Agreement

We have initially entered into the Investment Advisory Agreement with the Investment Advisor, an affiliate of Moelis Asset, which was approved by our Board and our sole stockholder for an initial two-year term, under which the Investment Advisor, subject to the overall supervision of our Board, manages the day-to-day operations of and provides investment advisory services to us. Subsequent to that two-year term, the Board has approved the Investment Advisory Agreement of Investment Advisor for renewal annually.

On August 8, 2025, the Board approved the renewal of the Investment Advisory Agreement.

Our Investment Advisor has agreed to waive its fees (base management and incentive fee), without recourse against or reimbursement by us, for any quarter where net investment income plus net realized capital gains is not sufficient to maintain a targeted annual distribution payment on shares of common stock outstanding on the relevant payment dates of 6.0% based on our net asset value per share.

The base management fee is calculated at a maximum annual rate of 1.0% of the average of the weighted average (based on the number of shares outstanding each day in the quarter) of our gross assets (including uninvested cash and cash equivalents) at the end of each of the two most recently completed calendar quarters. On August 13, 2021, the Board agreed to make investments rather than gross assets the basis for their fee to be more in line with the waivers implemented for management fees. Net management fees for the three and nine months ended September 30, 2025 were $294 and $589 thousand, respectively. Net management fees for the three and nine months ended September 30, 2024 were $331 and $680 thousand, respectively. The Company elected to waive a portion of the management fee and charged management fees on investments rather than gross assets. The Investment Advisor has agreed to a 6.0% priority dividend to shareholders before receiving a fee for the services it provides to the Company.

Administration Agreement

We have initially entered into the Administration Agreement with the Administrator, an affiliate of Moelis Asset, which was approved by our Board and our sole stockholder for an initial two-year term, under which the Administrator, subject to the overall supervision of our Board manages the day-to-day operations of, and provides office space, office services and equipment and other administration services to us. Subsequent to that two-year term, the Board has approved the Administration Agreement of Administrator for renewal annually.

On August 8, 2025 the Board approved the renewal of the Administration Agreement which automatically renews for successive one-year periods each September 17th; provided that such continuance is specifically approved at least annually by the vote of the Board or by the vote of a majority of the outstanding voting securities of the Company and the vote of a majority of the members of the Company's Board who are not parties to this Agreement or "interested persons" (as such term defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the Investment Company Act.

Recent Developments

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

On October 1, 2025, the Company issued and sold 24,416 shares of its common stock to certain investors for an aggregate offering price of $218 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

On October 1, 2025, the Company accepted approximately 51,017 shares tendered in the September 2025 tender offer. On October 21, 2025, the Company paid approximately $456 thousand for the tendered shares.

On October 14, 2025, the Company paid its quarterly distribution of approximately $843 thousand, of which approximately $415 thousand or approximately 45,983 shares of the regular divided were reinvested into the fund on September 1, 2025.

Steele Creek Capital Corp. published this content on November 14, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 14, 2025 at 20:53 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]