Stone Point Credit Income Fund
11/12/2026 | Press release | Distributed by Public on 11/12/2026 14:07
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, 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. 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;
•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of any public health emergencies or crises;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•the impacts of rising interest and inflation rates and the risk of recession on our business prospects and the prospects of our portfolio companies;
•general economic, political and industry trends and other external factors;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with our Adviser and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the adequacy of our financing sources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
•our ability to maintain our qualification as a business development company ("BDC") and as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
•the effect of changes in tax laws and regulations and interpretations thereof; and
•the risks, uncertainties and other factors we identify under "Item 1A. Risk Factors" of the Fund's Annual Report on Form 10-K and elsewhere in this report.
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 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" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
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. Unless indicated otherwise, the "Fund," "we," "us," and "our" refer to Stone Point Credit Income Fund, and the "Adviser" refers to Stone Point Credit Income 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 formed as a statutory trust under the laws of the State of Delaware on June 24, 2024. We commenced investment operations on January 22, 2025 (the "Commencement of Operations"). We have elected to be treated as a BDC under the 1940 Act, and intend to elect to be treated and qualify annually as a RIC under Subchapter M of the Code. As such, we will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets", 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 September 30, 2026, we have called equity capital in the amount of $248,338,729. 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 placements ("Private Offering") of Shares.
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. 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 shareholders with at least 60 days' notice of such change. Under normal circumstances, we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through private credit.
We generally expect to invest in middle market companies with earnings before interest expense, income tax expense, depreciation and amortization, or "EBITDA," between $30.0 million and $250.0 million annually. Typical middle market senior loans may be issued by middle market companies in the context of leveraged buyouts, acquisitions, debt refinancings, recapitalizations, and other similar private credit transactions or a combination of the foregoing in seeking to
achieve our investment objective. 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. 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 investments that are in the financial services, business services, software and technology or healthcare services sectors, as defined and determined by the Adviser. 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.
Key Components of 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.
Revenues
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, Administration Agreement and Sub-Administration Agreement. We 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 will also reimburse the Sub-Administrator for all reasonable expenses incurred in providing services in respect to the Fund. We bear our allocable portion of the compensation paid by Stone Point to our 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 the Fund's 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 and Sub-Administrator in performing their administrative obligations under the Administration Agreement and Sub-Administration Agreement, respectively, and (iii) all other expenses of its operations and transactions.
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. There is no contractual cap on the amount of reasonable costs and expenses for which the Adviser will be reimbursed.
Leverage
The amount of leverage that we employ depends 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. On September 30, 2024, the Adviser, as our sole shareholder, approved a proposal that, effective October 1, 2024, permits us to reduce our asset coverage ratio to 150%. As of September 30, 2026 and December 31, 2025, our asset coverage ratio was 205% and 182%, 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 as collateral to financing facilities.
Financial and Operating Highlights
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||||||||
|
Total investment income
|
$ | 20,736,094 | 54,262,795 | |||||||||||
| Total net expenses | 9,748,827 | 25,573,701 | ||||||||||||
| Net investment income (loss) | 10,987,267 | 28,689,094 | ||||||||||||
| Total net realized gains (losses) | (109,275) | 101,417 | ||||||||||||
| Total net change in unrealized appreciation/(depreciation) | 1,363,752 | (3,959,392) | ||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 12,241,744 | 24,831,119 | |||||||||||
| Per share information - basic and diluted: | ||||||||||||||
| Net investment income (loss) | $ | 0.67 | 1.95 | |||||||||||
| Net investment increase (decrease) in net assets resulting from operations | $ | 0.74 | 1.69 | |||||||||||
| Distributions declared per share | $ | 0.63 | 1.97 | |||||||||||
| Consolidated balance sheet data | As of September 30, 2026 | As of December 31, 2025 | ||||||||||||
| Cash and cash equivalents | $ | 32,132,675 | $ | 33,824,479 | ||||||||||
| Investments at fair value | $ | 865,999,076 | $ | 598,039,307 | ||||||||||
| Total assets | $ | 903,992,527 | $ | 636,196,461 | ||||||||||
| Total debt (net of unamortized deferred financing costs) | $ | 429,122,117 | $ | 340,608,437 | ||||||||||
| Total liabilities | $ | 448,097,154 | $ | 355,997,842 | ||||||||||
| Total net assets | $ | 455,895,373 | $ | 280,198,619 | ||||||||||
| Net asset value per share | $ | 24.73 | $ | 25.05 | ||||||||||
| Other data | ||||||||||||||
| Number of portfolio companies | 118 | 86 | ||||||||||||
| Distributions declared per share | $ | 1.97 | $ | 2.81 | ||||||||||
|
Total return based on net asset value1
|
6.9% | 12.1 | % | |||||||||||
________________________
1Total 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.
Portfolio and Investment Activity
Our investment activity for the three months ended September 30, 2026 is presented below (information presented herein is at par value unless otherwise indicated):
| Three Months Ended September 30, 2026 | ||||||||
| New investment commitments: | ||||||||
| Total new investment commitments | $ | 122,971,674 | ||||||
| Principal amount of investments funded: | ||||||||
| First lien loans | $ | 106,472,313 | ||||||
| Second lien loans | 2,248,507 | |||||||
| Unsecured notes | 505,935 | |||||||
|
Total principal amount of investments funded
|
$ | 109,226,755 | ||||||
| Principal amount of investments sold or repaid: | ||||||||
| First lien loans | $ | (24,268,987) | ||||||
| Second lien loans | (3,531,250) | |||||||
| Unsecured notes | (5,049,773) | |||||||
| Total principal amount of investments sold or repaid | $ | (32,850,010) | ||||||
| Number of new investment commitments in new and existing portfolio companies | 15 | |||||||
| Average new investment commitment amount in new and existing portfolio companies | $ | 8,198,112 | ||||||
| Percentage of new debt investment commitments at floating rates | 84.1 | % | ||||||
| Percentage of new debt investment commitments at fixed rates | 15.9 | % | ||||||
|
Weighted average yield on funded debt and other income producing securities1
|
9.4 | % | ||||||
|
Weighted average yield to maturity on investments sold or repaid during the period1
|
8.9 | % | ||||||
___________________
1Weighted 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 September 30, 2026, we had 247 debt investments in 115 portfolio companies with an aggregate fair value of $859,239,973. As of December 31, 2025, we had 210 debt investments in 84 portfolio companies with an aggregate fair value of $594,510,036.
As of September 30, 2026 and December 31, 2025, our investments consisted of the following:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Investments |
Amortized Cost |
Fair Value |
Percent of Total Portfolio at Fair Value |
Amortized Cost |
Fair Value |
Percent of Total Portfolio at Fair Value |
||||||||||||||||||||||||||||||||
| First Lien Loans | $ | 790,777,176 | $ | 786,544,274 | 90.8 | % | $ | 538,679,295 | $ | 537,572,790 | 89.9 | % | ||||||||||||||||||||||||||
| Second Lien Loans | 27,038,807 | 26,773,464 | 3.1 | 24,460,213 | 24,615,597 | 4.1 | ||||||||||||||||||||||||||||||||
| Unsecured Notes | 46,615,575 | 45,922,235 | 5.3 | 31,862,923 | 32,321,649 | 5.4 | ||||||||||||||||||||||||||||||||
| Preferred Equity | 2,678,772 | 2,681,744 | 0.3 | 1,793,313 | 1,793,178 | 0.3 | ||||||||||||||||||||||||||||||||
| Common Equity | 3,812,713 | 4,077,359 | 0.5 | 1,652,037 | 1,736,093 | 0.3 | ||||||||||||||||||||||||||||||||
| Total Investments | $ | 870,923,043 | $ | 865,999,076 | 100.0 | % | $ | 598,447,781 | $ | 598,039,307 | 100.0 | % | ||||||||||||||||||||||||||
The industry composition of investments based on fair value as of September 30, 2026 and December 31, 2025, was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Capital Markets | 4.1 | % | 5.9 | % | |||||||
| Consumer Finance | 2.0 | 2.1 | |||||||||
| Construction & Engineering | 0.6 | 0.0 | |||||||||
| Diversified Consumer Services | 0.2 | 0.4 | |||||||||
| Financial Services | 16.7 | 21.1 | |||||||||
| Health Care Providers & Services | 16.9 | 16.2 | |||||||||
| Health Care Technology | 1.4 | 2.3 | |||||||||
| Insurance | 17.4 | 17.3 | |||||||||
| IT Services | 5.7 | 0.8 | |||||||||
| Professional Services | 18.7 | 16.9 | |||||||||
| Real Estate Management & Development | 6.0 | 5.2 | |||||||||
| Software | 9.3 | 10.5 | |||||||||
| Technology Hardware, Storage & Peripherals | 1.0 | 1.3 | |||||||||
| Total | 100.0 | % | 100.0 | % | |||||||
The geographic composition of investments based on fair value as of September 30, 2026 and December 31, 2025, was as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| U.S. | 94.1 | % | 93.5 | % | ||||||||||
| Non-U.S. | 5.9 | 6.5 | ||||||||||||
| Total | 100.0 | % | 100.0 | % | ||||||||||
The following table presents certain selected information regarding our investment portfolio as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| Number of debt investments | 247 | 210 | |||||||||
| Number of debt investment in portfolio companies | 115 | 84 | |||||||||
| Number of portfolio companies | 118 | 86 | |||||||||
|
Median EBITDA
|
$ | 158,900,000 | $ | 145,300,000 | |||||||
| Percentage of performing debt bearing a floating rate | 94.0 | % | 97.5 | % | |||||||
| Percentage of performing debt bearing a fixed rate | 6.0 | % | 2.5 | % | |||||||
|
Weighted average yield to maturity on total investments1
|
9.4 | % | 9.8 | % | |||||||
_________________
1Weighted 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 September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Maturity Year | Fair Value |
Percentage of Portfolio
|
Fair Value |
Percentage of Portfolio
|
||||||||||||||||||||||
| 2026 | $ | - | 0.0 | % | $ | 2,478,213 | 0.4 | % | ||||||||||||||||||
| 2027 | 10,448,094 | 1.2 | 22,094,630 | 3.7 | ||||||||||||||||||||||
| 2028 | 92,976,428 | 10.8 | 65,543,928 | 11.0 | ||||||||||||||||||||||
| 2029 | 62,201,953 | 7.2 | 53,563,607 | 9.0 | ||||||||||||||||||||||
| 2030 | 159,582,889 | 18.6 | 121,799,638 | 20.5 | ||||||||||||||||||||||
| 2031 | 217,945,532 | 25.4 | 170,926,714 | 28.8 | ||||||||||||||||||||||
| 2032 | 168,357,966 | 19.6 | 127,433,745 | 21.4 | ||||||||||||||||||||||
| 2033 | 114,545,302 | 13.3 | 3,535,000 | 0.6 | ||||||||||||||||||||||
| 2034 | 9,555,573 | 1.1 | 4,652,455 | 0.8 | ||||||||||||||||||||||
| 2035 | 1,198,232 | 0.1 | 1,843,338 | 0.3 | ||||||||||||||||||||||
| 2037 | 20,883,803 | 2.4 | 20,638,768 | 3.5 | ||||||||||||||||||||||
| 2038 | 110,598 | 0.0 | - | 0.0 | ||||||||||||||||||||||
| 2056 | 1,433,603 | 0.2 | - | 0.0 | ||||||||||||||||||||||
| Total | $ | 859,239,973 | 100.0 | % | $ | 594,510,036 | 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 uses 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
Performance
Rating
|
Description
|
|||||||
|
1
|
The portfolio company is performing above expectations, and the business trends and risk factors for this investment since origination or acquisition are generally favorable.
|
|||||||
|
2
|
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.
|
|||||||
|
3
|
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.
|
|||||||
|
Investment
Performance
Rating
|
Description
|
|||||||
|
4
|
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.
|
|||||||
|
5
|
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 as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Investment Rating | Fair Value |
Percentage of Portfolio |
Fair Value |
Percentage of Portfolio |
||||||||||||||||||||||
| 1 | $ | 121,427,869 | 14.0 | % | $ | 124,502,638 | 20.8 | % | ||||||||||||||||||
| 2 | 731,550,226 | 84.5 | 465,118,113 | 77.8 | ||||||||||||||||||||||
| 3 | 13,020,981 | 1.5 | 8,418,556 | 1.4 | ||||||||||||||||||||||
| 4 | - | - | - | - | ||||||||||||||||||||||
| 5 | - | - | - | - | ||||||||||||||||||||||
| $ | 865,999,076 | 100.0 | % | $ | 598,039,307 | 100.0 | % | |||||||||||||||||||
The following table presents the amortized cost of our performing and non-accrual investments as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
|
Amortized Cost |
Percentage |
Amortized Cost |
Percentage | |||||||||||||||||||||||
| Performing | $ | 870,923,043 | 100.0 | % | $ | 598,447,781 | 100.0 | % | ||||||||||||||||||
| Non-accrual | - | - | - | - | ||||||||||||||||||||||
| Total | $ | 870,923,043 | 100.0 | % | $ | 598,447,781 | 100.0 | % | ||||||||||||||||||
The following table presents the fair value of our performing and non-accrual investments as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
|
Fair Value
|
Percentage |
Fair Value
|
Percentage | |||||||||||||||||||||||
| Performing | $ | 865,999,076 | 100.0 | % | $ | 598,039,307 | 100.0 | % | ||||||||||||||||||
| Non-accrual | - | - | - | - | ||||||||||||||||||||||
| Total | $ | 865,999,076 | 100.0 | % | $ | 598,039,307 | 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 three and nine months ended September 30, 2026 and for the three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025:
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Nine Months Ended September 30, 2026 |
For the period January 22, 2025 (Commencement of Operations) through September 30, 2025 (Unaudited) |
|||||||||||||||||||||||
| Total investment income | $ | 20,736,094 | $ | 10,150,201 | $ | 54,262,795 | $ | 22,296,136 | ||||||||||||||||||
| Less: net expenses | 9,748,827 | 4,317,175 | 25,573,701 | 9,912,107 | ||||||||||||||||||||||
| Net investment income (loss) | 10,987,267 | 5,833,026 | 28,689,094 | 12,384,029 | ||||||||||||||||||||||
| Total net realized gains (losses) | (109,275) | 134,586 | 101,417 | 273,254 | ||||||||||||||||||||||
| Net change in unrealized appreciation (depreciation) | 1,363,752 | 79,502 | (3,959,392) | (165,898) | ||||||||||||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 12,241,744 | $ | 6,047,114 | $ | 24,831,119 | $ | 12,491,385 | ||||||||||||||||||
Investment Income
Total investment income consisted of interest income from non-controlled/non-affiliated investments, dividend income from non-controlled/non-affiliated investments, interest from cash and cash equivalents, and fee income. For the three and nine months ended September 30, 2026 and for the three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, total investment income was comprised of the following:
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Nine Months Ended September 30, 2026 |
For the period January 22, 2025 (Commencement of Operations) through September 30, 2025 (Unaudited) |
|||||||||||||||||||||||
| Interest income from investments from non-controlled/non-affiliated investments | $ | 20,053,302 | $ | 9,860,251 | $ | 52,982,816 | $ | 21,935,338 | ||||||||||||||||||
| Dividend income from non-controlled/non-affiliated investments | 56,667 | 30,370 | 166,570 | 30,370 | ||||||||||||||||||||||
| Interest income from cash and cash equivalents | 269,170 | 191,432 | 620,633 | 262,280 | ||||||||||||||||||||||
|
Fee income from non-controlled/non-affiliated investments
|
356,955 | 68,148 | 492,776 | 68,148 | ||||||||||||||||||||||
| Total investment income | $ | 20,736,094 | $ | 10,150,201 | $ | 54,262,795 | $ | 22,296,136 | ||||||||||||||||||
For the three months ended September 30, 2026, and 2025, total investment income increased to $20,736,094 from $10,150,201, respectively. For the nine months ended September 30, 2026, and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, total investment income increased to $54,262,795 from $22,296,136, respectively. Total investment income increased for the three and nine months ended September 30, 2026 compared to the three months ended September 30, 2025 and the period January 22, 2025 (Commencement of Operations) through September 30, 2025, primarily due to an increase in the size of our debt portfolio, which, at par, increased to
$871,040,094 from $430,790,033, respectively. As of September 30, 2026, the weighted average yield on our portfolio increased to 9.4% from 9.3% as of September 30, 2025. For the three months ended September 30, 2026 and 2025, payment-in-kind ("PIK") income from investments was $824,075 and $214,001, respectively, which represented 4.0% and 2.1%, respectively, of total investment income. For the nine months ended September 30, 2026 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, PIK income from investments was $2,048,995 and $361,438, respectively, which represented 3.8% and 1.6%, respectively.
Expenses
Operating expenses for the three and nine months ended September 30, 2026 and for the three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, were as follows:
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Nine Months Ended September 30, 2026 |
For the period January 22, 2025 (Commencement of Operations) through September 30, 2025 (Unaudited) |
|||||||||||||||||||||||
| Base management fees | $ | 766,577 | $ | 343,565 | $ | 2,039,035 | $ | 717,060 | ||||||||||||||||||
| Incentive fees | 890,859 | - | 2,102,879 | - | ||||||||||||||||||||||
| Interest and credit facility fees | 7,530,560 | 3,678,970 | 19,987,638 | 8,677,351 | ||||||||||||||||||||||
| Offering costs | 9,966 | 163,189 | 67,660 | 442,328 | ||||||||||||||||||||||
| Professional fees | 1,125,958 | 663,019 | 2,861,351 | 1,897,359 | ||||||||||||||||||||||
| Trustees fees | 87,500 | 68,750 | 262,500 | 206,250 | ||||||||||||||||||||||
| Insurance expenses | 2,558 | 11,966 | 7,592 | 40,565 | ||||||||||||||||||||||
| Total expenses before expense support | $ | 10,413,978 | $ | 4,929,459 | $ | 27,328,655 | $ | 11,980,913 | ||||||||||||||||||
| Expense support reimbursement | (665,151) | (612,284) | (1,754,954) | (2,068,806) | ||||||||||||||||||||||
| Net expenses | $ | 9,748,827 | $ | 4,317,175 | $ | 25,573,701 | $ | 9,912,107 | ||||||||||||||||||
For the three months ended September 30, 2026 and 2025, total net expenses increased to $9,748,827 from $4,317,175, respectively. For the nine months ended September 30, 2026 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, total expenses increased to $25,573,701 from $9,912,107, respectively. Total expenses increased for the three and nine months ended September 30, 2026 compared respectively to the three months ended September 30, 2025 and the period January 22, 2025 (Commencement of Operations) through September 30, 2025, primarily due to the commencement of incentive fees, an increase in management fees, an increase in professional fees, and an increase in interest and credit facility fees as a result of higher utilization on our Credit Facilities.
We began incurring incentive fees on February 1, 2026 (the "Incentive Fee Commencement Date"). For the three and nine months ended September 30, 2026, we incurred incentive fees of $890,859 and $2,102,879, respectively. We did not incur any incentive fees for the period January 22, 2025 (Commencement of Operations) through September 30, 2025.
For the three months ended September 30, 2026, the weighted average borrowing and interest rate on our credit facilities was $462,285,856 and 5.9% compared to $206,582,883 and 6.6% for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the weighted average borrowing and interest rate on our credit facilities was $410,118,050 and 5.9% compared to $175,148,275 and 6.6% for the period January 22, 2025 (Commencement of Operations) through September 30, 2025.
For the three and nine months ended September 30, 2026, management fees increased due to an overall increase in our net assets compared to the three months ended September 30, 2025, and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, respectively.
For the three and nine months ended September 30, 2026, the increase in professional fees was primarily attributable to an increase in sub-administrator fees, administrative overhead expenses, and legal fees compared to the three months
ended September 30, 2025, and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, respectively.
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, which will not be subject to recoupment.
For the three and nine months ended September 30, 2026, we incurred $248,623 and $708,171 of administrative overhead expenses, respectively. For the three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, we incurred $99,718 and $398,766 of administrative overhead expenses, respectively. Administrative overhead expenses are included on the Consolidated Statements of Operations as professional fees.
Under the Expense Support and Conditional Reimbursement Agreement, any Required Expense Payment must be paid by the Adviser to or on behalf of us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates. Following any calendar month in which we have Excess Operating Funds, we shall pay a Reimbursement Payment to the Adviser. Our obligation to make a Reimbursement Payment shall automatically become a liability on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month. Please refer to Note 3 for more detail on our Expense Support and Conditional Reimbursement Agreement.
For the three and nine months ended September 30, 2026, the Adviser provided expense support of $665,151 and $1,754,954, respectively, which were included in the Consolidated Statements of Operations as expense support reimbursement. For the three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, the Adviser provided expense support of $612,284 and $2,068,806, respectively, which were included on the Consolidated Statements of Operations as expense support reimbursement. For the three and nine months ended September 30, 2026, the three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, the Fund did not make any reimbursement payments to the Adviser.
Income Taxes, Including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "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 Shareholders 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 Shareholders, which generally relieve us from corporate-level U.S. federal income taxes and excise tax to the extent of such distributions.
Net Realized Gains (Losses) and Unrealized Appreciation (Depreciation)
The following table summarizes our net realized gains (losses) and unrealized appreciation (depreciation) for the three and nine months ended September 30, 2026 and for three months ended September 30, 2025 and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025:
|
Three Months Ended September 30, 2026 |
Three Months Ended September 30, 2025 |
Nine Months Ended September 30, 2026 |
For the period January 22, 2025 (Commencement of Operations) through September 30, 2025 (Unaudited) |
|||||||||||||||||||||||
| Net realized gains (losses) and unrealized appreciation (depreciation) | ||||||||||||||||||||||||||
| Total net realized gains (losses) | $ | (109,275) | $ | 134,586 | $ | 101,417 | $ | 273,254 | ||||||||||||||||||
| Total net change in unrealized appreciation (depreciation) | 1,363,752 | 79,502 | (3,959,392) | (165,898) | ||||||||||||||||||||||
| Net realized gains (losses) and unrealized appreciation (depreciation) | $ | 1,254,477 | $ | 214,088 | $ | (3,857,975) | $ | 107,356 | ||||||||||||||||||
The Adviser determines the fair value of our portfolio investments and any changes in fair value are recorded as unrealized appreciation or depreciation.
During the three months ended September 30, 2026, we recorded a net change in unrealized appreciation on investments of $1,305,127, driven primarily by an increase in the fair value of our debt investments compared to June 30, 2026. During the nine months ended September 30, 2026, we recorded a net change in unrealized depreciation on investments of $4,515,492, driven primarily by a decrease in fair value of our debt investments compared to December 31, 2025. During the three months ended September 30, 2025, and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, we recorded a net change in unrealized appreciation on investments of $90,875 and a net change in unrealized depreciation on investments of $154,525, respectively, both driven primarily by fluctuations in the fair value of our debt instruments acquired during the period.
During the three and nine months ended September 30, 2026, we recorded net changes in unrealized appreciation on translation of assets and liabilities in foreign currency of $58,625 and $556,100, respectively, driven by fluctuations arising from the translation of foreign currency borrowings during the period. During the three months ended September 30, 2025, and for the period January 22, 2025 (Commencement of Operations) through September 30, 2025, we recorded net changes in unrealized depreciation on translation of assets and liabilities in foreign currency of $11,373 and $11,373, respectively, driven by fluctuations arising from translation of foreign currency borrowings during the period.
Financial Condition, Liquidity and Capital Resources
We intend to generate cash from (1) future sales of our Shares and drawdowns of existing commitments, (2) cash flows from operations and (3) borrowings from banks or other lenders. We 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 is 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 Shares.
Equity
Subscriptions and Drawdowns
For the nine months ended September 30, 2026, we completed the following Share issuances:
| Share Issuance Date |
Number of Shares Issued |
Proceeds | ||||||||||||
| September 30, 2026 | 1,570,229 | $ | 38,837,729 | |||||||||||
|
September 1, 2026 (1)
|
536,207 | $ | 13,239,015 | |||||||||||
|
August 1, 2026 (1)
|
154,417 | $ | 3,806,280 | |||||||||||
|
July 1, 2026 (1)
|
206,948 | $ | 5,095,058 | |||||||||||
|
June 1, 2026 (1)
|
1,545,598 | $ | 38,135,788 | |||||||||||
|
May 1, 2026 (1)
|
147,372 | $ | 3,648,912 | |||||||||||
|
April 1, 2026 (1)
|
514,623 | $ | 12,742,416 | |||||||||||
|
March 1, 2026 (1)
|
963,942 | $ | 23,934,574 | |||||||||||
|
February 1, 2026 (1)
|
1,380,340 | $ | 34,545,363 | |||||||||||
|
January 1, 2026 (1)
|
235,556 | $ | 5,900,670 | |||||||||||
(1)A portion of total Shares issued included Shares issued to Shareholders participating in the DRIP.
For the period January 22, 2025 (Commencement of Operations) through September 30, 2025, we completed the following Share issuances:
| Share Issuance Date |
Number of Shares Issued |
Proceeds | ||||||||||||
|
September 1, 2025 (1)
|
1,524,498 | $ | 38,171,911 | |||||||||||
|
August 1, 2025 (1)
|
131,543 | $ | 3,292,818 | |||||||||||
|
July 2, 2025 (1)
|
460,046 | $ | 11,528,120 | |||||||||||
| June 30, 2025 | 564,249 | $ | 14,139,285 | |||||||||||
|
June 1, 2025 (1)
|
313,784 | $ | 7,858,974 | |||||||||||
|
May 1, 2025 (1)
|
608,121 | $ | 15,212,518 | |||||||||||
|
April 2, 2025 (1)
|
36,630 | $ | 916,869 | |||||||||||
| March 31, 2025 | 852,090 | $ | 21,328,576 | |||||||||||
|
March 1, 2025(1)
|
437,282 | $ | 10,876,129 | |||||||||||
| January 22, 2025 | 3,600,000 | $ | 90,000,000 | |||||||||||
(1)A portion of total Shares issued included Shares issued to Shareholders participating in the DRIP.
All issuances of Shares are to be made at a price per Share at least equal to the net asset value per Share, with such calculation to be carried out consistent with our Valuation Policy and procedures. We had 18,432,082 Shares outstanding as of September 30, 2026, and 11,185,580 Shares outstanding as of December 31, 2025.
Except with respect to Shares issued under the DRIP, sales of Shares were made pursuant to subscription agreements entered into by us and our investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of five business days' prior notice to the funding date. Each of the sales of Shares is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder. As of September 30, 2026, we received capital commitments totaling $1,186,906,300, of which, $737,626,162 remains unfunded. As of December 31, 2025, we received capital commitments of $736,491,000, of which, $551,740,000 remains unfunded.
Debt
Credit Facility
On January 22, 2025, SPCIF Funding I LLC, a Delaware limited liability company and our wholly owned subsidiary (the "SPV I"), entered into a senior secured credit facility (the "Credit Facility") with JPMorgan Chase Bank, National Association ("JPM"), which, allowed us to borrow up to $500 million. On July 17, 2026, the Credit Facility was amended and restated to reflect two separate credit facilities, the ABL Credit Facility and the Subline Credit Facility, each as described below. As of December 31, 2025, unamortized costs of $2,817,958 were being deferred and amortized over the remaining term of the Credit Facility. As of December 31, 2025, the Credit Facility had an outstanding balance of and $343,426,395. The Credit Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance totaling $340,608,437 as of December 31, 2025.
ABL Credit Facility
On July 17, 2026, SPV I entered into an amended and restated loan and security agreement to the Credit Facility (the "ABL Credit Facility") with JPM as administrative agent, The Bank of New York Mellon, National Association, serves as the collateral agent, securities intermediary and collateral administrator, and the Adviser as portfolio manager. As of September 30, 2026, unamortized costs of $2,854,241, are being deferred and amortized over the remaining term of the ABL Credit Facility. As of September 30, 2026, the ABL Credit Facility had an outstanding balance of $304,507,482. The ABL Credit Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance totaling $301,653,241 as of September 30, 2026.
Subline Credit Facility
On July 17, 2026, we entered into a senior secured credit facility (the "Subline Credit Facility"), with JPM as administrative agent and lender. As of September 30, 2026, unamortized costs of $1,577,344, are being deferred and amortized over the remaining term of the Subline Credit Facility. As of September 30, 2026, the Subline Credit Facility had an outstanding balance of $119,000,000. The Subline Credit Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance totaling $117,422,656 as of September 30, 2026.
Truist Facility
On June 1, 2026, SPCIF Funding II LLC, a Delaware limited liability company and our wholly owned subsidiary, entered into a revolving credit and security agreement, with SPV II, as borrower, the lenders from time to time parties thereto, Truist Bank, as administrative agent and swingline lender, Truist Securities, Inc., as lead arranger, the Adviser, as collateral manager, and The Bank of New York Mellon Trust Company, National Association, as collateral agent and collateral administrator. As of September 30, 2026, unamortized costs of $2,153,780, are being deferred and amortized over the remaining term of the Truist Facility. As of September 30, 2026, the Truist Facility had an outstanding balance of $12,200,000. The Truist Facility is presented on the Consolidated Statements of Assets and Liabilities net of unamortized financing costs, which results in an outstanding balance totaling $10,046,220 as of September 30, 2026.
The following table shows our outstanding debt as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | |||||||||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal |
Amount Available (1)
|
Net Carrying Value(2)(3)
|
||||||||||||||||||||
| ABL Credit Facility | $ | 380,000,000 | $ | 304,507,482 | $ | 75,492,518 | $ | 301,653,241 | |||||||||||||||
| Subline Credit Facility | 210,000,000 | 119,000,000 | 91,000,000 | 117,422,656 | |||||||||||||||||||
| Truist Facility | 200,000,000 | 12,200,000 | 187,800,000 | 10,046,220 | |||||||||||||||||||
| Total | $ | 790,000,000 | $ | 435,707,482 | $ | 354,292,518 | $ | 429,122,117 | |||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal |
Amount Available (1)
|
Net Carrying Value(2)(3)
|
||||||||||||||||||||
| Credit Facility | $ | 500,000,000 | $ | 343,426,395 | $ | 156,573,605 | $ | 340,608,437 | |||||||||||||||
| Total | $ | 500,000,000 | $ | 343,426,395 | $ | 156,573,605 | $ | 340,608,437 | |||||||||||||||
__________
(1)The amount available may be subject to limitations related to the borrowing base under our outstanding debt, outstanding letters of credit issued and asset coverage requirements.
(2)As of September 30, 2026 and December 31, 2025, all of our outstanding debt was categorized as Level 3 within the fair value hierarchy.
(3)As of September 30, 2026 and December 31, 2025, we recorded $550,448 and $16,120, respectively, of unrealized translation gain (loss) on borrowings denominated in foreign currency.
Liquidity
Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of September 30, 2026 and December 31, 2025:
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash | $ | 32,132,675 | $ | 33,824,479 | |||||||
| Unused borrowing capacity | 354,292,518 | 156,573,605 | |||||||||
| Unfunded portfolio company commitments | (257,889,158) | (184,119,382) | |||||||||
| Undrawn capital commitments | 737,626,162 | 551,740,000 | |||||||||
| Total operational liquidity | $ | 866,162,197 | $ | 558,018,702 | |||||||
Distributions
We declared the following distributions with a record date during the nine months ended September 30, 2026:
| Record Date | Payment Date | Distribution Rate per Share | Distributions Paid | |||||||||||||||||
|
September 30, 2026 (1)
|
October 21, 2026 | $ | 0.21 | $ | 3,540,989 | |||||||||||||||
| August 31, 2026 | September 21, 2026 | $ | 0.21 | $ | 3,428,386 | |||||||||||||||
| July 31, 2026 | August 20, 2026 | $ | 0.21 | $ | 3,395,958 | |||||||||||||||
|
June 30, 2026 (2)
|
July 22, 2026 | $ | 0.22 | $ | 3,512,708 | |||||||||||||||
| May 31, 2026 | June 22, 2026 | $ | 0.22 | $ | 3,172,676 | |||||||||||||||
| April 30, 2026 | May 20, 2026 | $ | 0.22 | $ | 3,140,254 | |||||||||||||||
|
March 31, 2026 (3)
|
April 20, 2026 | $ | 0.22 | $ | 3,028,392 | |||||||||||||||
|
February 28, 2026 (4)
|
March 23, 2026 | $ | 0.02 | $ | 256,029 | |||||||||||||||
| February 28, 2026 | March 23, 2026 | $ | 0.22 | $ | 2,816,325 | |||||||||||||||
| January 31, 2026 | February 20, 2026 | $ | 0.22 | $ | 2,512,650 | |||||||||||||||
(1)Shareholders of record were determined immediately prior to the close of business on September 30, 2026, prior to the issuance of Shares to investors that participated in the capital call due on September 30, 2026.
(2)Shareholders of record were determined immediately prior to the close of business on June 30, 2026, prior to the effectiveness of the Fund's repurchase of Shares pursuant to the Share Repurchase Program.
(3)Shareholders of record were determined immediately prior to the close of business on March 31, 2026, prior to the effectiveness of the Fund's repurchase of Shares pursuant to the Share Repurchase Program.
(4)Represents a special cash distribution.
We declared the following distributions with a record date during the period January 22, 2025 (Commencement of Operations) through September 30, 2025:
| Record Date | Payment Date | Distribution Rate per Share | Distributions Paid | |||||||||||||||||
| September 30, 2025 | October 21, 2025 | $ | 0.25 | $ | 2,132,071 | |||||||||||||||
|
August 31, 2025 (1)
|
September 22, 2025 | $ | 0.02 | $ | 140,076 | |||||||||||||||
| August 31, 2025 | September 22, 2025 | $ | 0.25 | $ | 1,750,946 | |||||||||||||||
| July 31, 2025 | August 21, 2025 | $ | 0.25 | $ | 1,718,061 | |||||||||||||||
| June 30, 2025 | July 21, 2025 | $ | 0.25 | $ | 1,461,986 | |||||||||||||||
|
May 31, 2025 (1)
|
June 20, 2025 | $ | 0.02 | $ | 110,683 | |||||||||||||||
| May 31, 2025 | June 20, 2025 | $ | 0.25 | $ | 1,383,541 | |||||||||||||||
| April 30, 2025 | May 21, 2025 | $ | 0.25 | $ | 1,231,510 | |||||||||||||||
| March 31, 2025 | April 21, 2025 | $ | 0.25 | $ | 1,009,331 | |||||||||||||||
| February 28, 2025 | March 21, 2025 | $ | 0.25 | $ | 900,010 | |||||||||||||||
(1)Represents a special cash distribution.
Share Repurchase Program
We have commenced a discretionary share repurchase program pursuant to which, in each quarter, we may offer to repurchase a number of Shares as determined by the Board in its sole discretion. Any repurchase offers will be conducted in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act. The Board may amend, suspend or terminate the repurchase program at any time, in its reasonable judgment, if such action is deemed to be in the best interests of us or our shareholders. All Shares repurchased by us pursuant to the repurchase program will be retired and will thereafter be classified as authorized and unissued Shares.
The following table summarizes the share repurchases completed during the nine months ended September 30, 2026:
| Repurchase Request Deadline | Valuation Date | Amount Repurchased | Number of Shares Repurchased |
Percentage of Outstanding Shares Repurchased (1), (2)
|
||||||||||||||||||||||
| March 17, 2026 | March 31, 2026 | $ | 152,435 | 6,156 |
0.04%(1)
|
|||||||||||||||||||||
| June 16, 2026 | June 30, 2026 | $ | 63,368 | 2,574 |
0.02%(2)
|
|||||||||||||||||||||
| September 16, 2026 | September 30, 2026 | $ | - | - | - | |||||||||||||||||||||
(1)Percentage is based on total Shares outstanding as of March 31, 2026. All Shares validly tendered for repurchase and not withdrawn were accepted for repurchase and deemed effective as of close of business on the Valuation Date.
(2)Percentage is based on total Shares outstanding as of June 30, 2026. All Shares validly tendered for repurchase and not withdrawn were accepted for repurchase and deemed effective as of close of business on the Valuation Date.
Commitments and Off-Balance Sheet Arrangements
Litigation and Regulatory Matters
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We and the Adviser are not currently a party to any material legal proceedings.
Unfunded Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. As of September 30, 2026 and December 31, 2025, we had unfunded portfolio commitments under loan and financing agreements in the amount of $257,889,158 and $184,119,382, respectively. We expect to maintain sufficient liquidity in the form of cash, financing capacity and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.
Investor Commitments
As of September 30, 2026, we had received $1,186,906,300 of capital commitments.
Contractual Obligations
Our payment obligations for repayment of debt, which total our contractual obligations on September 30, 2026, include the following:
| Payments Due by Period | ||||||||||||||||||||||||||||||||
| Total |
Less Than 1 Year |
1-3 Years | 3-5 Years |
More than 5 Years |
||||||||||||||||||||||||||||
| ABL Credit Facility | $ | 380,000,000 | $ | - | $ | - | $ | 380,000,000 | $ | - | ||||||||||||||||||||||
| Subline Credit Facility | 210,000,000 | - | 210,000,000 | - | - | |||||||||||||||||||||||||||
| Truist Facility | 200,000,000 | - | - | 200,000,000 | - | |||||||||||||||||||||||||||
| Total | $ | 790,000,000 | $ | - | $ | 210,000,000 | $ | 580,000,000 | $ | - | ||||||||||||||||||||||
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 we may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors may result in a poorer overall performance for us than if we 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 through the nine months ended September 30, 2026 or for the period January 22, 2025 (Commencement of Operations) through September 30, 2025.
Critical Accounting Policies
This discussion of our operating plans is based upon our consolidated financial statements, which are prepared in accordance with U.S. GAAP. The preparation of these consolidated 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 our Valuation Policy and 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 Consolidated 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. Certain investments may have contractual PIK interest. PIK interest represents accrued interest that is added to the principal amount or liquidation amount of the investment on the respective interest 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 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. Dividend income on preferred equity securities may be 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 may be recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Offering and Organizational Expenses
We bear the expenses relating to our organization and the Private Offerings and any subsequent offering of Shares. Organizational expenses include, without limitation, the cost of formation, including legal fees related to our creation and organization, our related documents of organization and our election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting and other offering costs, including those associated with the preparation of a registration statement in connection with any offering of our Shares. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over a 12-month period, beginning as of the later of Commencement of Operations or the date incurred.
U.S. Federal Income Taxes
We intend to elect to be treated, and intend to qualify annually, to be subject to tax 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 shareholders. 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 our "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 is determined without regard to any deduction for dividends paid.
Recent Developments
Issuance of Equity Securities
On October 2, 2026 (with final number of shares being determined on October 21, 2026), we issued and sold 94,562.491 Shares, at a net asset value of $24.7338 per share, pursuant to the subscription agreements entered into by us and our investors, for aggregate proceeds of $2,338,889.74.
Distributions
On October 28, 2026, our Board of Trustees declared a distribution of $0.21 per Share with respect to the October 2026 distribution period payable to holders of our Shares with a record date of October 31, 2026 and a payment date of on or about November 20, 2026.
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