Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On June 15, 2026, Overland Advantage (the "Company") delivered capital call notices to its investors relating to the sale of the Company's common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), for an aggregate offering price of $40,000,000 (which represents an estimated $24.79 per Common Share). The sale is expected to close on June 30, 2026.

The sale of Common Shares was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund capital calls to purchase Common Shares up to the amount of their respective capital commitments on an as-needed basis each time the Company delivers a capital call notice to its investors.

The offer and sale of the Common Shares was conducted in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, Regulation D and/or Regulation S thereunder. The Company has relied upon representations from the investors in the subscription agreements that each investor is, as applicable, either (a) an "accredited investor" as defined in Regulation D under the Securities Act or (b) not a "U.S. person" as defined in Regulation S under the Securities Act.