Stone Point Credit Corp.

03/06/2026 | Press release | Distributed by Public on 03/06/2026 16:26

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. Unless indicated otherwise, the "Company," "we," "us," and "our" refer to Stone Point Credit Corporation, and the "Adviser" refers to Stone Point Credit Adviser LLC, an affiliate of Stone Point Capital LLC ("Stone Point Capital") (together with the Adviser and their other affiliates, collectively, "Stone Point").

Overview

We were incorporated under the laws of the State of Delaware on September 8, 2020. We have elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act") and have elected to be treated, and intend to qualify annually, as a RIC for federal income tax purposes. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," and tax requirements such as source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

As of December 31, 2025, we had called equity capital in the amount of $1,263.1 million. See "Subscriptions and Drawdowns" under "Financial Condition, Liquidity and Capital Resources" below for further details. Management anticipates calling additional equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to Private Offerings.

Investment Objective and Strategy

Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We seek to invest primarily in senior secured or unsecured loans and, to a lesser extent, subordinated loans, mezzanine loans, and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company's common equity. We may invest without limit in originated or syndicated debt. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds, and other credit instruments that are issued in private offerings or issued by private companies) (the "80% Policy"). If we change the 80% Policy, we will provide stockholders at least 60 days' notice of such change.

Our investment objective is to generate favorable risk-adjusted returns through current income and, to a lesser extent, capital appreciation by investing primarily in directly originated, senior secured first lien (including unitranche) loans. Although it is not our primary strategy, we also opportunistically invest in second lien loans, subordinated loans, mezzanine loans, structured finance securities and equity-related securities. We typically target loans issued by U.S. middle market companies with EBITDA between $30 million and $250 million annually. In the context of leveraged buyouts, acquisitions, debt refinancings, recapitalizations, and other opportunistic asset purchases. We may from time to time invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. Our investment objective may be changed without a vote of the holders of a majority of our common stock.

We have adopted a non-fundamental policy to invest, under normal market conditions, at least 75% of the value of our total assets (measured at the time of each such investment) in portfolio companies that are in the financial services, business services, software and technology or healthcare services sectors. The remaining 25% of the value of our total assets (measured at the time of each such investment) may be invested across a wide range of sectors (although we expect to avoid businesses which at the time of our investment participate in certain sectors such as payday lending, pawn shops, automobile title and tax refund anticipation loans, credit repair services, strip mining, drug paraphernalia, marijuana related businesses, gaming and pornography).

Key Components of our Results of Operations

Investments

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

Revenue

We expect to generate revenues primarily through receipt of interest and dividend income from our investments. In addition, we may generate income from capital gains on the sales of loans and debt and equity related securities and various loan origination and other fees and dividends on direct equity investments.

Expenses

Our day-to-day investment operations are managed by the Adviser, and services necessary for our business, including the origination and administration of our investment portfolio, are provided by individuals who are employees of the Adviser, Administrator, and Sub-Administrator, pursuant to the terms of the Investment Advisory Agreement, the Administration Agreement, and Sub-Administration Agreement. We will reimburse the Administrator for its allocable portion of expenses incurred by it in performing its obligations under the Administration Agreement, including its allocable portion of the cost of certain of our officers and their respective staff, and the Adviser for certain expenses under the Investment Advisory Agreement. We bear our allocable portion of the compensation paid by Stone Point to the Company's Chief Compliance Officer and Chief Financial Officer and their respective staff (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by Administrator in performing its administrative obligations under the Administration Agreement, (iii) fees for services rendered by the Sub-Administrator that the Administrator determines are commercially reasonable; and (iv) all other expenses of its operations and transactions.

The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion. From time to time, the Adviser and the Administrator or its affiliates may pay third-party providers of goods or services. We will subsequently reimburse the Adviser or the Administrator, as applicable, for such amounts paid on our behalf.

Leverage

The amount of leverage that we employ will depend on the Adviser's and the Board's assessment of market and other factors at the time of any proposed borrowing. In accordance with the 1940 Act, with certain limitations, BDCs are allowed to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 200% (or 150% if certain conditions are met) after such borrowing. Effective November 20, 2020, the asset coverage ratio under the 1940 Act applicable to us decreased to 150% from 200%, so long as we meet certain disclosure requirements. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. As a result of complying with the requirements set forth in Section 61 of the 1940 Act, effective as of December 1, 2020 we are able to borrow amounts such that our asset coverage ratio is at least 150%, rather than 200%. As of December 31, 2025 and 2024, our asset coverage ratio was 188% and 194%, respectively.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets or capital commitments as collateral to financing facilities.

Financial and Operating Highlights

($ in thousands, except per share amounts)

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Total investment income

$

283,089

$

277,502

$

226,063

Total expenses

162,799

132,574

108,834

Net investment income (loss)

120,290

144,928

117,229

Total net realized gains (losses)

2,339

(5,762

)

(133

)

Total net change in unrealized appreciation (depreciation)

(1,970

)

14,434

16,375

Net increase (decrease) in net assets resulting from operations

$

120,659

$

153,600

$

133,471

Per share information - basic and diluted:

Net investment income (loss)

$

1.88

$

2.53

$

2.62

Net increase (decrease) in net assets resulting from operations

$

1.88

$

2.68

$

2.99

Distributions declared per share

$

1.91

$

2.55

$

2.57

($ in thousands, except per share amounts)
Consolidated balance sheet data

As of December 31, 2025

As of December 31, 2024

As of December 31, 2023

Cash and cash equivalents

$

56,376

$

51,760

$

41,629

Investments at fair value

2,882,954

2,504,242

1,999,625

Total assets

2,963,047

2,597,264

2,067,898

Total debt (net of unamortized debt issuance costs)

1,544,985

1,317,926

1,061,253

Total liabilities

1,593,665

1,345,767

1,076,476

Total net assets

1,369,382

1,251,497

991,422

Net asset value per share

$

19.83

$

19.85

$

19.71

Other data:

Number of portfolio companies

127

100

74

Distributions declared per share

1.91

2.55

2.57

Total return based on net asset value1

9.86

%

14.34

%

16.21

%

(1)
Total return is based upon the change in net asset value per share between the opening and ending net asset values per share, assuming reinvestment of any distributions during the period. Total return is not annualized and does not include a sales load.

Selected Quarterly Financial Data (Unaudited)

The tables below set forth certain quarterly financial data for the years ended December 31, 2025 and 2024:

Quarter Ended

($ in thousands, except per share amounts)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

Total investment income

$

70,483

$

73,652

$

69,475

$

69,479

Net investment income (loss)

29,349

32,189

29,198

29,554

Net realized gains (losses) and unrealized appreciation (depreciation)

(3,872

)

(160

)

3,914

487

Net increase (decrease) in net assets resulting from operations

25,477

32,029

33,112

30,041

Net investment income (loss) per common share

0.44

0.50

0.46

0.47

Basic and diluted earnings (loss) per common share

0.38

0.50

0.52

0.48

Net asset value per common stock at end of quarter

19.83

19.91

19.89

19.83

Quarter Ended

($ in thousands, except per share amounts)

December 31, 2024

September 30, 2024

June 30, 2024

March 31, 2024

Total investment income

$

72,944

$

69,648

$

71,277

$

63,633

Net investment income (loss)

37,384

34,898

38,801

33,845

Net realized gains (losses) and unrealized appreciation (depreciation)

(934)

4,765

(2,567)

7,408

Net increase (decrease) in net assets resulting from operations

36,450

39,663

36,234

41,253

Net investment income (loss) per common share

0.66

0.57

0.71

0.67

Basic and diluted earnings (loss) per common share

0.55

0.64

0.67

0.82

Net asset value per common stock at end of quarter

19.85

19.86

19.87

19.86

Portfolio and Investment Activity

Our investment activity for the years ended December 31, 2025, and 2024, is presented below (information presented herein is at par value unless otherwise indicated).

($ in thousands)

Year Ended December 31, 2025

Year Ended December 31, 2024

New investment commitments:

Total new investment commitments

$

1,110,777

$

1,477,558

Principal amount of investments funded:

First lien loans

$

915,746

$

1,059,439

Second lien loans

118,564

161,209

Unsecured notes

57,444

89,322

Total principal amount of investments funded

$

1,091,754

$

1,309,970

Principal amount of investments sold or repaid:

First lien loans

(576,075

)

620,959

Second lien loans

(135,329

)

183,381

Unsecured notes

(24,347

)

59,735

Total principal amount of investments sold or repaid

$

(735,751

)

$

864,075

Number of new investment commitments

78

72

Average new investment commitment

$

14,241

$

20,522

Percentage of new investment commitments at floating rates

96.6

%

97.9

%

Percentage of new investment commitments at fixed rates

3.4

%

2.1

%

Weighted average yield to maturity on purchased or funded investments during the period (1)

9.3

%

10.3

%

Weighted average yield to maturity on investments sold or repaid during the period

10.8

%

12.1

%

--------------------

(1)
Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company's spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees.

As of December 31, 2025, we had 316 debt investments in 127 portfolio companies with an aggregate fair value of $2,820.7 million. As of December 31, 2024, we had 254 debt investments in 100 portfolio companies with an aggregate fair value of $2,504.2 million.

As of December 31, 2025 and 2024, our investments consisted of the following:

($ in thousands)

December 31, 2025

December 31, 2024

Investments:

Amortized Cost

Fair Value

Percent of Total Investments at Fair Value

Amortized Cost

Fair Value

Percent of Total Investments at Fair Value

First Lien Loans

$

2,550,532

$

2,549,002

88.4

%

$

2,207,578

$

2,209,392

88.2

%

Second Lien Loans

141,741

133,093

4.6

157,690

151,362

6.0

Unsecured Notes

135,834

138,583

4.8

90,353

91,375

3.7

Preferred Equity

38,229

40,166

1.4

34,833

36,226

1.5

Common Equity and Warrants

17,133

22,110

0.8

12,353

15,887

0.6

Total Investments

$

2,883,469

$

2,882,954

100.0

%

$

2,502,807

$

2,504,242

100.0

%

The geographic composition of investments based on fair value as of December 31, 2025 and 2024 was as follows:

December 31, 2025

December 31, 2024

U.S.

96.6

%

98.9

%

Non-U.S.

3.4

1.1

Total

100.0

%

100.0

%

The industry composition of investments based on fair value as of December 31, 2025 and 2024 was as follows:

December 31, 2025

December 31, 2024

Capital Markets

4.1

%

5.0

%

Consumer Finance

2.3

1.5

Diversified Consumer Services

0.5

0.7

Financial Services

14.7

9.5

Health Care Providers & Services

17.9

16.8

Health Care Technology

3.0

3.1

Insurance

19.0

21.9

IT Services

3.9

7.8

Professional Services

15.4

16.5

Real Estate Management & Development

5.6

4.6

Software

12.9

12.6

Technology Hardware, Storage & Peripherals

0.7

-

Total

100.0

%

100.0

%

The following table presents certain selected information regarding our investment portfolio as of December 31, 2025 and 2024:

As of

December 31, 2025

December 31, 2024

Investments:

Number of portfolio companies

127

100

Median EBITDA

$

129.6 million

$

110.7 million

Percentage of performing debt bearing a floating rate

96.1

%

96.2

%

Percentage of performing debt bearing a fixed rate

3.9

%

3.8

%

Weighted average yield to maturity on investments(1)

9.7

%

10.6

%

--------------------

(1)
Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par
amount. Yield to maturity is calculated inclusive of a portfolio company's spread, reference rate floor (if any) or actual reference
rate in effect and original issue discount through maturity and excludes any upfront fees.

The following table presents the maturity schedule of our debt investments based on fair value as of December 31, 2025 and 2024:

($ in thousands)

December 31, 2025

December 31, 2024

Maturity Year

Fair Value

Percentage of Portfolio

Fair Value

Percentage of Portfolio

2025

$

-

-

%

$

(84

)

-

%

2026

48,869

1.7

66,463

2.7

2027

125,756

4.5

273,196

11.1

2028

626,584

22.3

670,886

27.4

2029

410,123

14.5

527,977

21.5

2030

528,272

18.7

468,942

19.1

2031

599,120

21.2

362,966

14.8

2032

376,869

13.4

30,113

1.2

2033

25,506

0.9

13,974

0.6

2034

17,152

0.6

14,939

0.6

2035

3,914

0.1

-

-

2036

11,547

0.4

11,355

0.5

2037

46,966

1.7

11,402

0.5

$

2,820,678

100.0

%

$

2,452,129

100.0

%

The Adviser monitors our portfolio companies on an ongoing basis. The Adviser believes that actively managing an investment allows it to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser will monitor our portfolio with a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and help to ensure a successful exit, the Adviser will work closely with, as applicable, the lead equity sponsor, portfolio company management, consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company's business plan. In addition, the Adviser's personnel may occupy a seat or serve as an observer on a portfolio company's board of directors or similar governing body.

Typically, the Adviser receives financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics on a quarterly basis from portfolio companies. The Adviser will use this data, combined with the knowledge gained through due diligence of the company's customers, suppliers, competitors, market research and other methods, to conduct an ongoing assessment of the company's operating performance and prospects.

As part of the monitoring process, the Adviser rates the risk of all portfolio investments on a scale of 1 to 5, no less frequently than quarterly. This internal performance rating is primarily intended to assess the underlying risk of a portfolio investment relative to such investments' cost taking into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The Adviser's internal performance ratings do not constitute any rating of investments by a nationally recognized rating organization or reflect any third-party assessment. The Adviser's internal performance rating scale is as follows:

Investment
Risk
Rating

Description

The portfolio company is performing above expectations, and the business trends and risk factors for this investment since origination or acquisition are generally favorable.

The portfolio company is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2.

The portfolio company is performing below expectations and the investment's risk has increased somewhat since origination or acquisition. For debt investments rated 3, the portfolio company could be out of compliance with debt covenants; however, loan payments are generally not past due.

The portfolio company is performing materially below expectations and indicates that the investment's risk has increased materially since origination or acquisition. For debt investments rated 4, in addition to the portfolio company being generally out of compliance with debt covenants, loan payments may be past due.

The portfolio company is performing substantially below expectations and indicates that the investment's risk has increased substantially since origination or acquisition. For debt investments rated 5, most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss upon exit of the investment.

It is possible that the rating of a portfolio investment may change over time. For investments rated 3, 4 or 5, the Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The following table shows the composition of our portfolio investments on the Adviser's internal performance rating scale:

($ in thousands)

December 31, 2025

December 31, 2024

Investment Rating

Fair Value

Percentage of Portfolio

Fair Value

Percentage of Portfolio

1

$

540,164

18.7

%

$

439,290

17.5

%

2

2,160,900

75.0

1,949,232

77.9

3

158,374

5.5

93,237

3.7

4

23,516

0.8

22,483

0.9

5

-

-

-

-

$

2,882,954

100.00

%

$

2,504,242

100.0

%

The following table presents the amortized cost of our performing and non-accrual investments as of December 31, 2025 and 2024:

December 31, 2025

December 31, 2024

($ in thousands)

Amortized Cost

Percentage

Amortized Cost

Percentage

Performing

$

2,883,469

100.0

%

$

2,502,807

100.0

%

Non-accrual

-

-

-

-

Total

$

2,883,469

100.0

%

$

2,502,807

100.0

%

The following table presents the fair value of our performing and non-accrual investments as of December 31, 2025 and 2024:

December 31, 2025

December 31, 2024

($ in thousands)

Fair Value

Percentage

Fair Value

Percentage

Performing

$

2,882,954

100.0

%

$

2,504,242

100.0

%

Non-accrual

-

-

-

-

Total

$

2,882,954

100.0

%

$

2,504,242

100.0

%

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Results of Operations

The following table presents the operating results for the years ended December 31, 2025, 2024, and 2023:

($ in thousands)

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Total investment income

$

283,089

$

277,502

$

226,063

Less: total expenses

162,799

132,574

108,834

Net investment income (loss)

120,290

144,928

117,229

Total net realized gains (losses)

2,339

(5,762

)

(133

)

Total net change in unrealized appreciation (depreciation)

(1,970

)

14,434

16,375

Net increase (decrease) in net assets resulting from operations

$

120,659

$

153,600

$

133,471

Investment Income

Total investment income consisted of interest income from investments, dividend income from investments, interest from cash and cash equivalents and fee income. For the years ended December 31, 2025, 2024, and 2023, total investment income was comprised of the following:

($ in thousands)

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Interest income from investments

$

277,413

$

271,385

$

223,951

Dividend income from investments

5,049

3,719

1,422

Interest from cash and cash equivalents

3

3

2

Fee income

624

2,395

688

Total investment income

$

283,089

$

277,502

$

226,063

For the years ended December 31, 2025 and 2024, total investment income increased to $283.1 million from $277.5 million primarily due to an increase in the size of our debt portfolio, which at par, increased to $2,856.3 million from $2,489.7 million. For the year ended December 31, 2025, the weighted average yield on our portfolio decreased to 9.7% from 10.6% as of December 31, 2024. For the years ended December 31, 2025 and 2024, the Company recognized PIK income from investments of $13.2 million or 4.7% of total investment income, and $9.3 million or 3.3% of total investment income, respectively.

For the years ended December 31, 2024 and 2023, total investment income increased to $277.5 million from $226.1 million primarily due to an increase in the size of our debt portfolio, which at par, increased to $2,489.7 million from $2,012.0 million. For the year ended December 31, 2024, the weighted average yield on our portfolio decreased to 10.6% from 12.2% as of December 31, 2023.

Expenses

Operating expenses for the years ended December 31, 2025, 2024, and 2023 were as follows:

($ in thousands)

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Base management fees

$

35,043

$

30,071

$

24,304

Incentive fees

21,228

-

-

Interest and credit facility fees

97,851

94,465

77,361

Offering costs

48

56

97

Professional fees

8,576

7,552

6,642

Directors fees

368

368

368

Insurance expenses

64

62

62

Professional fees waiver

(379

)

-

-

Total expenses

$

162,799

$

132,574

$

108,834

Under the Administration Agreement, we will reimburse the Administrator for all reasonable costs and expenses incurred for services performed for us. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and we will reimburse the expenses of these parties incurred directly and/or paid by the Administrator on our behalf. The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion. For the year ended

December 31, 2025, the Administrator waived $379 of Sub-Administrator fees which will not be subject to reimbursement by the Company to the Administrator, and is included on the Consolidated Statement of Operations. For the years ended December 31, 2024 and 2023, the Administrator did not waive any expenses owed to it under the Administration Agreement.

For the years ended December 31, 2025, 2024, and 2023, the Company incurred $1.1 million, $1.0 million, and $1.3 million of administrative overhead expenses, respectively. For the years ended December 31, 2025, 2024, and 2023, the Administrator has elected not to waive any charges that would have been eligible for reimbursement under the terms of the Administration Agreement.

For the years ended December 31, 2025, and 2024 total expenses increased to $162.8 million from $132.6 million primarily due to incentive fees and an increase in interest and credit facility fees as a result of the 2029 Notes and Senior Notes. For the year ended December 31, 2025, the Company incurred $21.2 million of incentive fees compared to zero for the year ended December 31, 2024. For the year ended December 31, 2025, the weighted average borrowing and interest rate on our floating rate credit facilities was $965.2 million and 6.4% compared to $920.1 million and 7.9% for the year ended December 31, 2024. For the years ended December 31, 2025, and 2024, management fees increased due to an overall increase in total assets.

For the years ended December 31, 2024, and 2023 total expenses increased $132.6 million from $108.8 million primarily due to an increase in interest and credit facility fees and base management fees. For the year ended December 31, 2024, the weighted average borrowings and interest rate was $920.1 million and 7.9% compared to the weighted average borrowings and interest rate $763.0 million and 7.8% for the year ended December 31, 2023. For the years ended December 31, 2024, and 2023, management fees increased due to an overall increase in total assets.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our Stockholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income, if any, for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our Stockholders, which generally relieve us from corporate-level U.S. federal income taxes and excise tax to the extent of such distributions. See "Item 1. Business-Material U.S Federal Income Tax Considerations."

Net Realized Gains (Losses) and Unrealized Appreciation (Depreciation)

The following table summarizes our net realized gains (losses) and unrealized appreciation (depreciation) for the years ended December 31, 2025, 2024 and 2023:

($ in thousands)

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Net realized gains (losses) and unrealized appreciation (depreciation)

Total net realized gains (losses)

$

2,339

$

(5,762

)

$

(133

)

Total net change in unrealized appreciation (depreciation) on investments

(1,950

)

14,434

16,375

Total net change in unrealized appreciation (depreciation) on translation of assets in foreign currencies

(20

)

-

-

Net realized gains (losses) and unrealized appreciation (depreciation)

$

369

$

8,672

$

16,242

The Adviser determines the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation or depreciation.

During the year ended December 31, 2025, we had net change in unrealized appreciation (depreciation) on our investment portfolio of $(2.0) million, driven primarily by a decrease in mark to market prices of our debt investments compared to December 31, 2024. During the year ended December 31, 2024 we had net change in unrealized appreciation (depreciation) on our investment portfolio of $14.4 million driven primarily by an increase in the fair value of our debt instruments as a percentage of principal compared to December 31, 2023. During the year ended December 31, 2023 we had net change in unrealized appreciation on our investment portfolio of $16.4 million driven primarily by an increase in the fair value of our debt instruments as a percentage of principal compared to December 31, 2022. As of December 31, 2025, 2024, and 2023, the fair value of our debt investments as a percentage of principal was 98.8%, 98.5% and 97.5%, respectively.

Financial Condition, Liquidity and Capital Resources

We intend to generate further cash from (1) future offerings of our common or preferred stock, (2) cash flows from operations and (3) borrowings from banks or other lenders. We will seek to enter into bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so.

Our primary use of cash will be for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying the Adviser), (3) debt service of any borrowings and (4) cash distributions to the holders of our Common Stock.

Equity

For the years ended December 31, 2025, 2024, and 2023, we completed the following issuances of Common Stock:

($ in thousands)
Common Share Issuance Date

Number of Common
Shares Issued

Net Proceeds

December 31, 2025 (1)

490,974

$

9,754

December 31, 2025

2,516,724

50,000

September 30, 2025 (1)

477,327

9,511

September 30, 2025

1,756,667

35,000

June 30, 2025

335,985

6,666

March 31, 2025(1)

352,159

6,983

March 31, 2025

88,251

1,750

December 31, 2024 (1)

565,762

11,223

December 31, 2024

81,918

1,625

September 27, 2024 (1)

647,722

12,833

September 27, 2024

117,353

2,325

July 2, 2024

282,309

5,600

June 28, 2024

6,539,426

129,521

June 28, 2024 (1)

634,347

12,564

April 2, 2024

12,684

250

March 28, 2024

3,402,804

66,893

March 26, 2024(1)

461,503

9,072

December 28, 2023

2,305,457

45,037

December 26, 2023

264,628

5,169

September 29, 2023

2,578,558

49,900

September 27, 2023 (1)

218,518

4,229

June 28, 2023

1,126,918

21,800

June 26, 2023 (1)

252,293

4,881

April 3, 2023

56,599

1,094

March 29, 2023

980,749

18,906

March 27, 2023 (1)

229,681

4,428

--------------------

(1)
Shares were issued to Stockholders participating in our DRIP.

The issuances of Common Stock were made at a price at least equal to the current net asset value, with such calculation to be carried out consistent with our Valuation Policy. We had 69,072,088 shares outstanding as of December 31, 2025 and 63,054,004 shares outstanding as of December 31, 2024. Except with respect to shares of Common Stock issued under the DRIP, sales of Common Stock were made pursuant to subscription agreements entered into by us and our investors. Each of the sales of Common Stock is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten business days' prior notice to the funding date. As of December 31, 2025, we had received capital commitments totaling $1,514.7 million, of which $251.6 million remains unfunded. As of December 31, 2024, we had received capital commitments totaling $1,512.9 million, of which, $336.6 million remained unfunded.

Debt

Financing Facilities

The following tables show our outstanding debt, collectively referred to as the "Financing Facilities," as of December 31, 2025 and 2024:

December 31, 2025

($ in thousands)

Aggregate Principal Committed

Outstanding Principal

Amount Available (1)

Net Carrying Value (2)

Capital Call Facility

$

65,000

$

31,500

$

33,500

$

31,435

Revolving Credit Facility (3)

850,000

803,524

46,476

797,166

Secured Credit Facility

300,000

223,500

76,500

221,372

2029 Notes

200,000

200,000

-

198,133

Senior Notes

300,000

300,000

-

296,879

Total

$

1,715,000

$

1,558,524

$

156,476

$

1,544,985

December 31, 2024

($ in thousands)

Aggregate Principal Committed

Outstanding Principal

Amount Available (1)

Net Carrying Value (2)

Capital Call Facility

$

65,000

$

27,000

$

38,000

$

26,757

Revolving Credit Facility

850,000

680,000

170,000

671,821

Secured Credit Facility

300,000

200,000

100,000

197,076

2025 Notes

225,000

225,000

-

224,612

2029 Notes

200,000

200,000

-

197,660

Total

$

1,640,000

$

1,332,000

$

308,000

$

1,317,926

(1)
The amount available may be subject to limitations related to the borrowing base under the Financing Facilities, outstanding letters of credit issued and asset coverage requirements.
(2)
As of December 31, 2025 and 2024, all of our outstanding debt was categorized as Level 3 within the fair value hierarchy.
(3)
As of December 31, 2025, the Fund recorded $(20) of unrealized translation gain/(loss) on borrowings denominated in foreign currency.

Capital Call Facility - On December 29, 2020, we entered into the Capital Call Facility (as defined in"Consolidated audited financial statements as of and for the years ended December 31, 2025, and 2024 - Notes to the Consolidated Financial Statements - Note 6. Borrowings"), which as of December 31, 2025, allowed the Company to borrow up to $65.0 million. At our option, the Capital Call Facility will accrue interest at a rate per annum based on (i) daily simple SOFR plus an applicable margin of 2.35% or (ii) the greatest of (1) the prime rate or (2) the federal funds effective rate plus 0.5% plus an applicable margin of 1.35%. As of December 31, 2025, and December 31, 2024, unamortized financing costs of $65 and $243, respectively, are being deferred and amortized over the remaining term of the Capital Call Facility. As of December 31, 2025 and 2024, we had an outstanding balance of $31,500 and $27,000, respectively. As of December 31, 2025, the Capital Call Facility is presented on the Consolidated Statements of Assets and Liabilities totaling $31,435 and $26,757 as of December 31, 2024.

Revolving Credit Facility - On June 28, 2021, SPCC Funding I LLC (the "SPV I"), a wholly-owned financing subsidiary of us, entered into the Revolving Credit Facility (as defined in"Consolidated audited financial statements as of and for the years ended December 31, 2025, and 2024 - Notes to the Consolidated Financial Statements - Note 6. Borrowings"), which as of December 31, 2025, allowed SPV I to borrow up to $850 million. As of December 31, 2025, advances under the Revolving Credit Facility bear interest at a per annum rate equal to: (a) for advances denominated in USD, Term SOFR, (b) for advances denominated in CAD, three-month term rate based on CORRA, (c) for advances denominated in GBP, the daily simple Sterling Overnight Index Average for each day, (d) for advances denominated in AUD, the three-month average bid reference rate administered by the Australian Financial Markets Association for Australian dollar bills, and (e) for advances denominated in Euros, the three-month Euro interbank offered rate, in each case, in effect, plus the applicable margin of 2.00% per annum (or, for advances denominated in GBP, 2.1193% per annum). SPV I has paid and will pay, as applicable, commitment fees set forth in the Revolving Credit Facility, on the average daily unused amount of the financing commitments, which as of December 31, 2025 is 0.60% per annum. As of December 31, 2025 and 2024, unamortized financing costs of $6,358 and $8,179, respectively, are being deferred and amortized over the remaining term of the Revolving Credit Facility. As of December 31, 2025 and 2024, the Revolving Credit Facility had an outstanding balance of $803,524 and $680,000, respectively. The Revolving Credit Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance, totaling $797,166 as of December 31, 2025 and $671,821 as of December 31, 2024.

Secured Credit Facility - On August 14, 2023, SPCC Funding II LLC (the "SPV II"), a wholly-owned financing subsidiary of us, entered into the Secured Credit Facility (as defined in"Consolidated audited financial statements as of and for the years ended December 31, 2025, and 2024 - Notes to the Consolidated Financial Statements - Note 6. Borrowings"), which, as of December 31, 2025, allowed SPV II to borrow up to $250.0 million under an asset-based revolving loan facility and up to $50 million under an asset-based revolving loan facility, each of which has its own borrowing base. The Secured Credit Facility will mature on March 3, 2030, unless terminated earlier as provided. SPV II may draw and redraw loans under the Secured Credit Facility during a commitment period ending on March 3, 2028, unless the commitments are terminated earlier. Loans drawn under the Secured Credit Facility will bear interest at Term SOFR plus 2.00% per annum and, in the case of loans drawn in euros or British pound sterling, an additional currency benchmark adjustment will apply. As of December 31, 2025, and December 31, 2024, unamortized financing costs of $2,128 and $2,924, respectively, are being deferred and amortized over the remaining term of the Secured Credit Facility. As of December 31, 2025, and December 31, 2024, the Secured Credit Facility had an outstanding balance of $223,500 and $200,000, respectively. The Secured Credit Facility is presented in the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance, totaling $221,372 as of December 31, 2025 and $197,076 as of December 31, 2024.

2025 Notes - On May 19, 2022, we entered into the NPA (as defined in"Consolidated audited financial statements as of and for the years ended December 31, 2025, and 2024 - Notes to the Consolidated Financial Statements - Note 6. Borrowings") governing the issuance of $225.0million in aggregate principal amount of senior unsecured notes due May 19, 2025 (the "2025 Notes"). On May 19, 2025, the 2025 Notes matured and were repaid in full. As ofDecember 31, 2025 and 2024, the 2025 Notes had an outstanding balance of zero and $225,000. The 2025 Notes are presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs, which results in an outstanding balance, totaling zero as of December 31, 2025 and $224,612 as of December 31, 2024.

2029 Notes - On September 17, 2024, we entered into the September 2024 NPA (as defined in"Consolidated audited financial statements as of and for the years ended December 31, 2025, and 2024 - Notes to the Consolidated Financial Statements - Note 6. Borrowings") governing the issuance of $200.0million in aggregate principal amount of senior unsecured notes due September 15, 2029 (the "2029 Notes"). The 2029 Notes have a fixed interest rate of 6.70% per year, subject to a step up of (1) 1.00% per year, to the extent and for so long as the 2029 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent and for so long as either our ratio of secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or we fail to deliver the required quarterly or annual financial statements and related certificates when due. The 2029 Notes will mature on September 15, 2029, unless redeemed, purchased or repaid prior to such date by us in accordance with the terms of the 2029 Notes. In addition, we are obligated to offer to repay the 2029 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the 2029 Notes, we may redeem the 2029 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before June 16, 2029, a make-whole premium. As of December 31, 2025 and 2024, unamortized debt issuance costs of $1,867 and $2,340, respectively, are being deferred and amortized over the remaining term of the 2029 Notes. As of both December 31, 2025 and 2024, the 2029 Notes had an outstanding balance of $200.0 million. The 2029 Notes are presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs, which results in an outstanding balance, totaling $198,133 as of December 31, 2025 and $197,660 as of December 31, 2024.

Senior Notes- On March 21, 2025, the Company entered into the March 2025 NPA (as defined in"Consolidated audited financial statements as of and for the year ended December 31, 2025, and 2024 - Notes to the Consolidated Financial Statements - Note 6. Borrowings") governing the issuance of (i) $60.0million in aggregate principal amount of senior unsecured notes due May 15, 2028 (the "2028 Notes") and (ii) $240million in aggregate principal amount of senior unsecured notes due May 15, 2030 (the "2030 Notes" and together with the 2028 Notes, the "Senior Notes"). The 2028 Notes have a fixed interest rate of 6.03% per year and the 2030 Notes have a fixed interest rate of 6.26% per year. The Senior Notes are subject to a step up of (1) 1.00% per year, to the extent and for so long as the Senior Notes fail to satisfy certain investment grade rating conditions and/or (2) (a) if the Senior Notes do not satisfy certain investment grade rating conditions, an additional 1.50% per year, to the extent and for so long as either the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or we fail to deliver the required quarterly or annual financial statements and related certificates when due or (b) if the Senior Notes satisfy certain investment grade conditions, an additional 1.00% per year, to the extent and for so long as either the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end, or we fail to deliver the required quarterly or annual financial statements and related certificates when due. The 2028 Notes will mature on May 15, 2028 and the 2030 Notes will mature on May 15, 2030, in each case, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2025 NPA. As of December 31, 2025 the carrying amount of the Company's borrowings under the Senior Notes approximated its fair value. As of December 31, 2025, unamortized debt issuance costs of $3,121 are being deferred and amortized over the remaining term of the Senior Notes. As of December 31, 2025, the Senior Notes had an outstanding balance of $300,000. The Senior Notes are presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs, which results in an outstanding balance, totaling $296,879 as of December 31, 2025.

Liquidity

Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of December 31, 2025 and 2024:

As of

($ in thousands)

December 31, 2025

December 31, 2024

Cash and cash equivalents

$

56,376

$

51,760

Unused borrowing capacity (1)

91,476

243,000

Unfunded portfolio company commitments

(525,553

)

(402,618

)

Undrawn capital commitments

251,596

336,596

Total operational liquidity

$

(126,105

)

$

228,738

(1)
Unused borrowing capacity has been adjusted to remove the maximum borrowing capacity under the Capital Call Facility given the Capital Call Facility would need to be repaid in full if we were to draw the remaining capital commitments.
(2)
We expect to maintain sufficient liquidity in the form of cash, financing capacity, liquid investments, and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.

Distributions

For the year ended December 31, 2025, and 2024, we declared the following distributions:

($ in thousands, except share information)
Record Date

Payment Date

Distribution Rate per Share

Annualized Distribution Yield (1)

Distribution Paid

December 26, 2025

December 30, 2025

$

0.475

9.5

%

$

31,381

September 26, 2025

September 30, 2025

$

0.475

9.5

%

$

30,320

June 27, 2025

June 30, 2025

$

0.470

9.5

%

$

29,842

March 27, 2025

March 31, 2025

$

0.490

10.0

%

$

30,896

December 27, 2024

December 31, 2024

$

0.600

12.0

%

$

37,444

September 26, 2024

September 27, 2024

$

0.650

13.0

%

$

40,067

June 26, 2024

June 28, 2024

$

0.650

13.1

%

$

35,220

March 25, 2024

March 26, 2024

$

0.650

13.2

%

$

32,700

(1)
Annualized distribution yield is calculated as annualized quarterly declared distribution divided by weighted average net asset value over the period. Weighted average net asset value is based on the net asset value at the beginning of the quarter plus capital called and distributions reinvested during the quarter.

Commitments and Off-Balance Sheet Arrangements

Litigation and Regulatory Matters

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company's rights under contracts with the Company's portfolio companies. The Company and the Adviser are not currently a party to any material legal proceedings.

Unfunded Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of December 31, 2025 and 2024, the Company had unfunded portfolio company commitments under loan and financing agreements in the amount of $525,553 and $402,618, respectively. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.

Contractual Obligations

Our payment obligations for repayment of debt, which total our contractual obligations on December 31, 2025, include the following:

Payments Due by Period

Total

Less Than
1 year

1-3 years

3-5 years

More Than 5 years

Capital Call Facility

$

65,000

$

65,000

$

-

$

-

$

-

Revolving Credit Facility

850,000

-

-

850,000

-

Secured Credit Facility

300,000

-

-

300,000

-

2029 Notes

200,000

-

-

200,000

-

Senior Notes

300,000

-

60,000

240,000

-

Total Contractual Obligations

$

1,715,000

$

65,000

$

60,000

$

1,590,000

$

-

Hedging

In connection with certain portfolio investments, we may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Company can benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors could result in a poorer overall performance for the Company than if it had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions for either of the years ended December 31, 2025 and 2024.

Critical Accounting Policies

This discussion of our operating plan is based upon our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our consolidated financial statements.

Valuation of Investments

The Board has designated the Adviser as our "Valuation Designee" under Rule 2a-5 under the 1940 Act. The Adviser determines the value of our investments in accordance with fair value accounting guidance promulgated under U.S. GAAP, which establishes a hierarchical disclosure framework which ranks the observability inputs used in measuring financial instruments at fair value. See the Notes to Financial Statements for a description of the hierarchy for fair value measurements and a description of our valuation procedures.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Certain investments may have contractual payment-in-kind ("PIK") interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have a reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.

U.S. Federal Income Taxes

We have elected to be treated, and intend to qualify annually, to be taxed as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to stockholders. To qualify as a RIC, we must, among other things, maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of the Company's "investment company taxable income," which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid. See "Note 11. Taxes."

Recent Developments

None.

Stone Point Credit Corp. published this content on March 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 06, 2026 at 22:26 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]