
Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1)
Automobile Components
	Fenix Intermediate, LLC	03/28/24	Term Loan B - 11.05% (SOFR + 6.75%, 1.75% Floor)		3.4	%	$	29,637,685	03/28/29	$	28,966,015	$	28,363,265
	Fenix Intermediate, LLC	03/28/24	Delayed Draw Term Loan B-1 - 11.05% (SOFR + 6.75%, 1.75% Floor)		0.2	%		1,777,372	03/28/29		1,777,372		1,700,945
	Superior Industries International, Inc.	06/04/25	Delayed Draw Term Loan - 12.32% inc PIK (SOFR + 8.00%, 3.50% Floor, all PIK)		0.1	%		418,734	06/04/26		418,734		418,734
	Superior Industries International, Inc.	08/14/24	Term Loan - 11.83% inc PIK (SOFR + 7.50%, 2.50% Floor, all PIK)		1.6	%		20,734,361	12/15/28		20,330,295		13,352,929
					5.3	%					51,492,416		43,835,873
Commercial Services & Supplies
	CSAT Holdings LLC	06/30/23	Term Loan - 15.06% inc PIK (SOFR + 10.50%, 2.00% Floor, 2.25% PIK)		3.4	%		29,119,933	06/30/28		28,526,632		28,071,615
	CSAT Holdings LLC	06/30/23	Revolver - 15.06% inc PIK (SOFR + 10.50%, 2.00% Floor, 2.25% PIK)		0.2	%		2,098,256	06/30/28		2,098,256		2,022,719
	Comprehensive Logistics Co., LLC	03/26/24	Revolver - 11.98% (SOFR + 7.50%, 2.00% Floor)		0.4	%		3,226,904	03/26/26		3,226,904		3,162,366
	Comprehensive Logistics Co., LLC	03/26/24	Term Loan - 11.98% (SOFR + 7.50%, 2.00% Floor)		4.2	%		34,938,353	03/26/26		34,649,415		34,239,586
	Power Acquisition LLC	01/22/25	Term Loan B - 10.02% (SOFR + 5.75%, 1.50% Floor)		4.2	%		35,864,057	01/22/30		35,009,873		34,931,591
					12.4	%					103,511,080		102,427,877
Construction & Engineering
	Sunland Asphalt & Construction, LLC	06/16/23	Delayed Draw Term Loan - 11.43% (SOFR + 7.00%, 1.75% Floor)		1.0	%		7,973,000	06/16/28		7,973,000		8,132,460
	Sunland Asphalt & Construction, LLC	06/16/23	Term Loan B - 11.43% (SOFR + 7.00%, 1.75% Floor)		2.4	%		19,070,701	06/16/28		18,652,388		19,452,115
					3.4	%					26,625,388		27,584,575
Containers & Packaging
	The HC Companies, Inc.	08/01/23	Term Loan - 11.78% (SOFR + 7.50%, 2.00% Floor)		4.4	%		39,690,456	08/01/28		39,078,372		36,316,768
	The HC Companies, Inc.	05/21/24	Incremental Term Loan - 11.78% (SOFR + 7.50%, 2.00% Floor)		2.6	%		23,330,421	08/01/28		22,901,631		21,347,335
	Hoffmaster Group, Inc.	02/24/23	Term Loan - 10.57% (SOFR + 6.25%, 2.00% Floor)		2.5	%		20,519,264	02/24/28		20,400,182		20,560,302
	Hoffmaster Group, Inc.	03/15/24	Incremental Term Loan - 10.57% (SOFR + 6.25%, 2.00% Floor)		2.3	%		18,567,411	02/24/28		18,317,956		18,604,546
	PaperWorks Industries, Inc.	07/26/23	Term Loan - 12.68% (SOFR + 8.25%, 1.00% Floor)		1.7	%		13,859,730	06/30/27		13,718,911		13,804,291
					13.5	%					114,417,052		110,633,242
Electrical Equipment
	VoltaGrid, LLC	04/09/24	Term Loan - 10.90% (SOFR + 6.50%, 4.00% Floor)		3.6	%		29,570,477	02/28/29		28,640,619		29,393,054
	VoltaGrid, LLC	04/09/24	Delayed Draw Term Loan - 10.90% (SOFR + 6.50%, 4.00% Floor)		0.4	%		2,987,087	02/28/29		2,987,087		2,969,165
	VoltaGrid, LLC	03/31/25	Delayed Draw Term Loan B - 10.65% (SOFR + 6.25%, 4.00% Floor)		1.4	%		11,948,349	02/28/29		11,948,349		11,781,072
					5.4	%					43,576,055		44,143,291


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Energy Equipment & Services
	Harvey Gulf Holdings, LLC	05/28/25	Term Loan B - 9.83% (SOFR + 5.50%, 2.00% Floor)		7.2	%	$	59,439,846	05/28/30	$	59,370,170	$	59,439,846
	HydroSource Logistics, LLC	04/14/25	3rd Amendment Term Loan - 13.06% (SOFR + 8.50%, 2.00% Floor)		5.2	%		42,688,924	04/04/29		41,075,941		42,688,924
	HydroSource Logistics, LLC	04/05/24	Revolver - 13.06% (SOFR + 8.50%, 2.00% Floor)		0.3	%		2,372,723	04/04/29		2,372,723		2,372,723
	HydroSource Logistics, LLC	04/05/24	Term Loan - 13.06% (SOFR + 8.50%, 2.00% Floor)		3.3	%		26,949,430	04/04/29		26,344,598		26,949,430
					16.0	%					129,163,432		131,450,923
Food Products
	Baxters North America, Inc.	05/31/23	Term Loan - 11.21% (SOFR + 6.88%, 1.75% Floor)		4.0	%		33,722,166	05/31/28		33,208,947		33,115,167
	Great Kitchens Food Company, Inc.	05/31/24	Term Loan - 10.33% (SOFR + 6.00%, 1.25% Floor)		4.5	%		37,245,005	05/31/29		36,565,703		37,096,025
	Signature Brands, LLC	05/05/25	9th Amendment Term Loan A - 22.03% inc PIK (SOFR + 17.50%, 1.75% Floor, all PIK)		0.8	%		6,838,469	05/04/28		6,588,966		6,838,469
	Signature Brands, LLC	05/05/23	Term Loan - 13.94% inc PIK (SOFR + 9.50%, 1.75% Floor, all PIK)		2.7	%		34,190,498	05/04/28		33,774,290		22,258,014
	Signature Brands, LLC	02/29/24	Delayed Draw Term Loan A - 13.94% inc PIK (SOFR + 9.50%, 1.75% Floor, all PIK)		0.2	%		1,930,680	05/04/28		1,930,680		1,930,680
					12.2	%					112,068,586		101,238,355
Ground Transportation
	RPM Purchaser, Inc.	09/11/23	Delayed Draw Term Loan B - 10.69% (SOFR + 6.25%, 2.00% Floor)		0.5	%		3,871,028	09/11/28		3,871,028		3,871,028
	RPM Purchaser, Inc.	09/11/23	Term Loan B - 10.69% (SOFR + 6.25%, 2.00% Floor)		3.4	%		27,332,713	09/11/28		26,786,657		27,606,040
					3.9	%					30,657,685		31,477,068
Health Care Equipment & Supplies
	ConnectAmerica.com, LLC	10/11/24	Last Out Term Loan - 9.80% (SOFR + 5.50%, 1.75% Floor)		6.2	%		52,312,637	10/11/29		51,571,380		51,266,385
					6.2	%					51,571,380		51,266,385
Hotels, Restaurants & Leisure
	Black Rock Coffee Holdings, LLC	04/29/22	Term Loan - 10.59% (SOFR + 6.00%, 1.00% Floor)		2.3	%		18,829,231	09/30/26		18,829,231		18,829,231
	Black Rock Coffee Holdings, LLC	05/31/24	Incremental Term Loan - 10.59% (SOFR + 6.00%, 1.00% Floor)		0.6	%		4,920,263	09/30/26		4,815,426		4,920,263
	Black Rock Coffee Holdings, LLC	05/31/24	Delayed Draw Term Loan - 10.52% (SOFR + 6.00%, 1.00% Floor)		0.8	%		6,326,434	09/30/26		6,326,434		6,326,434
	Five Star Buyer, Inc.	05/11/23	Term Loan - 12.43% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK)		2.3	%		20,052,478	02/23/28		19,614,765		18,769,120
	Five Star Buyer, Inc.	05/11/23	Delayed Draw Term Loan - 12.43% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK)		0.1	%		713,920	02/23/28		713,920		668,229
	Red Robin International, Inc.	04/11/22	Revolver - 11.93% (SOFR + 7.50%, 1.00% Floor)		0.0	%		187,897	03/04/27		187,897		187,897
	Red Robin International, Inc.	04/11/22	Term Loan - 12.08% (SOFR + 7.50%, 1.00% Floor)		1.3	%		10,440,904	03/04/27		10,321,595		10,440,904
					7.4	%					60,809,268		60,142,078
Household Durables
	Lenox Holdings, Inc.	07/08/22	Term Loan - 13.25% (SOFR + 8.75%, 1.00% Floor)		4.1	%		33,900,617	12/31/26		33,626,961		33,900,617
					4.1	%					33,626,961		33,900,617


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Information Technology Services
	Corcentric, Inc.	05/09/23	Term Loan - 11.58% (SOFR + 7.00%, 2.00% Floor)		4.7	%	$	38,763,229	05/09/27	$	38,493,796	$	38,763,229
					4.7	%					38,493,796		38,763,229
Leisure Facilities
	All Day Acquisitionco LLC (24 Hour Fitness)	04/30/25	Term Loan - 10.78% (SOFR + 6.50%, 1.50% Floor)		6.8	%		56,786,110	04/30/30		55,548,036		55,854,818
					6.8	%					55,548,036		55,854,818
Machinery
	Mark Andy, Inc.	06/16/23	Term Loan - 13.20% inc PIK (SOFR + 8.75%, 1.50% Floor, 1.00% PIK)		2.9	%		26,461,969	06/16/28		26,079,294		23,948,082
	Triarc Tanks Bidco, LLC	10/03/22	Term Loan - 11.56% (SOFR + 7.00%, 1.00% Floor)		1.7	%		15,000,898	10/03/26		14,859,514		14,160,848
					4.6	%					40,938,808		38,108,930
Metals & Mining
	Material Sciences Corporation	03/14/25	Term Loan - 10.55% (SOFR + 6.25%, 2.00% Floor)		6.3	%		52,994,008	03/14/30		51,872,819		51,722,152
					6.3	%					51,872,819		51,722,152
Oil, Gas & Consumable Fuels
	HOP Energy, LLC(2)(5)	02/29/24	Term Loan B - 14.44% inc PIK (SOFR + 10.00%, 2.00% Floor, all PIK)		0.0	%		6,179,697	12/09/27		5,345,831		—
	HOP Energy, LLC	04/27/25	Delayed Draw Term Loan B - 14.44% inc PIK (SOFR + 10.00%, 2.00% Floor, all PIK)		0.1	%		676,016	12/09/27		676,016		676,016
	HOP Energy, LLC	06/17/22	Term Loan - 13.44% inc PIK (SOFR + 9.00%, 2.00% Floor, all PIK)		2.2	%		29,099,509	12/09/27		28,916,741		17,721,601
					2.3	%					34,938,588		18,397,617
Paper & Forest Products
	Pallet Logistics of America, LLC	11/22/24	Revolver - 10.81% (SOFR + 6.50%, 1.00% Floor)		0.1	%		756,842	11/29/29		756,842		731,110
	Pallet Logistics of America, LLC	11/22/24	Term Loan - 10.76% (SOFR + 6.50%, 1.00% Floor)		2.8	%		24,097,860	11/22/29		23,594,804		23,278,532
					2.9	%					24,351,646		24,009,642
Personal Care Products
	Viva 5 Group, LLC	05/21/25	Term Loan - 10.83% (SOFR + 6.50%, 2.25% Floor)		6.3	%		52,539,894	05/21/30		51,239,839		51,489,096
	Viva 5 Group, LLC	05/21/25	Revolver - 10.83% (SOFR + 6.50%, 2.25% Floor)		0.1	%		1,149,310	05/21/30		1,149,310		1,126,324
	Milk Makeup LLC	03/18/25	Revolver - 12.02% (SOFR + 7.50%, 2.00% Floor)		0.5	%		4,553,728	03/18/30		4,553,728		4,421,670
	Milk Makeup LLC	03/18/25	Term Loan - 12.08% (SOFR + 7.50%, 2.00% Floor)		6.2	%		52,994,008	03/18/30		51,677,555		51,457,182
					13.1	%					108,620,432		108,494,272
Professional Services
	Alorica Inc.	12/21/22	Term Loan - 11.20% (SOFR + 6.88%, 1.50% Floor)		3.7	%		31,287,422	12/21/27		31,055,337		30,849,398
					3.7	%					31,055,337		30,849,398


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount/Shares		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Software
	CF Newco, Inc.	12/09/24	Term Loan - 10.56% (SOFR + 6.25%, 1.50% Floor)		2.7	%	$	22,495,916	12/10/29	$	22,280,703	$	22,270,957
	CF Newco, Inc.	12/09/24	Revolver - 10.56% (SOFR + 6.25%, 1.50% Floor)		0.1	%		1,229,765	12/10/29		1,229,765		1,217,467
					2.8	%					23,510,468		23,488,424
Specialty Retail
	D&D Buyer, LLC	10/04/23	Term Loan - 10.90% (SOFR + 6.50%, 2.00% Floor)		3.9	%		31,574,206	10/04/28		30,890,641		31,826,800
	D&D Buyer, LLC	10/04/23	Revolver - 10.90% (SOFR + 6.50%, 2.00% Floor)		0.3	%		2,873,529	10/04/28		2,873,529		2,873,529
	D&D Buyer, LLC	10/04/23	Delayed Draw Term Loan - 10.90% (SOFR + 6.50%, 2.00% Floor)		1.0	%		7,993,915	10/04/28		7,993,915		8,057,867
	Follett Higher Education Group, Inc.	02/01/22	Term Loan - 11.43% inc PIK (SOFR + 7.00%, 2.00% Floor, 3.00% PIK)		3.8	%		31,841,098	02/01/28		31,647,178		31,459,005
					9.0	%					73,405,263		74,217,201
Technology Hardware, Storage and Peripherals
	Sigmatron International, Inc.	07/18/22	Term Loan - 12.94% inc PIK (SOFR + 8.50%, 1.00% Floor, 1.00% PIK)		1.5	%		12,757,868	07/18/27		12,668,183		12,681,321
					1.5	%					12,668,183		12,681,321
Transportation Infrastructure
	CG Buyer, LLC	07/19/23	Delayed Draw Term Loan - 11.33% (SOFR + 7.00%, 1.50% Floor)		0.1	%		439,570	07/19/28		439,570		436,053
	CG Buyer, LLC	07/19/23	Term Loan - 11.33% (SOFR + 7.00%, 1.50% Floor)		2.4	%		19,956,923	07/19/28		19,626,202		19,797,268
					2.5	%					20,065,772		20,233,321
	Total Debt Investments				150.0	%					1,272,988,451		1,234,920,609


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Shares		Amortized Cost		Fair Value
	EQUITY
Commercial Services & Supplies
	CSAT Investment Holdings LLC(2)(4)	03/05/25	Warrant, expires 03/05/32		0.0	%		1,145,950	$	508,373	$	276,862
					0.0	%				508,373		276,862
Technology Hardware, Storage and Peripherals
	Sigmatron International, Inc.(2)(4)	12/01/24	Warrant, expires 12/01/29		0.0	%		26,720		41,412		79,357
	Sigmatron International, Inc.(2)(4)	01/01/25	Warrant, expires 01/01/30		0.0	%		27,405		41,412		81,392
	Sigmatron International, Inc.(2)(4)	02/01/25	Warrant, expires 02/01/30		0.0	%		56,942		41,412		169,115
	Sigmatron International, Inc.(2)(4)	03/01/25	Warrant, expires 03/01/30		0.0	%		60,063		41,412		178,385
	Sigmatron International, Inc.(2)(4)	04/01/25	Warrant, expires 04/01/30		0.0	%		91,422		215,541		271,519
	Sigmatron International, Inc.(2)(4)	05/01/25	Warrant, expires 05/01/30		0.0	%		66,990		157,939		198,957
	Sigmatron International, Inc.(2)(4)	06/01/25	Warrant, expires 06/01/30		0.0	%		70,949		167,272		210,714
					0.0	%				706,400		1,189,439
Energy Equipment & Services
	HydroSource Logistics, LLC (2)(4)	04/05/24	Warrant, expires 4/4/34		0.9	%		247		357,421		7,073,369
					0.9	%				357,421		7,073,369
	Total Equity Investments				0.9	%				1,572,194		8,539,670
	Total Debt & Equity Investments(3)				0.9	%				1,274,560,645		1,243,460,279
	Cash Equivalents
	First American Government Obligation Fund, Yield 4.26%, Class X (FGXXX)				5.5	%		44,894,789		44,894,789		44,894,789
	Total Cash Equivalents				5.5	%		44,894,789		44,894,789		44,894,789
	Total Investments (156.4%)								$	1,319,455,434	$	1,288,355,068
	Net unrealized depreciation on unfunded commitments (-0.1%)											(1,218,472	)
	Liabilities in Excess of Other Assets (-56.3%)										$	(463,566,389	)
	Net Assets (100.0%)										$	823,570,207

(1)

Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

(2)

Non-income producing.

(3)

The fair value of each debt and equity investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

(4)

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), and may be deemed “restricted securities” under the Securities Act. As of June 30, 2025, the aggregate fair value of these securities was $8,539,670, or 0.7% of the Company’s total assets.

(5)

Investment is in default as of June 30, 2025.

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

PIK - Payment-In-Kind

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $440,331,421 and $121,705,680, respectively, for the period ended June 30, 2025. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.


Geographic Breakdown of Portfolio
United States	100	%


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1)
Automobile Components
	Fenix Intermediate, LLC	03/28/24	Term Loan B - 10.83% (SOFR + 6.50%, 1.75% Floor)		4.7	%	$	29,787,749	03/28/29	$	29,023,229	$	28,774,966
	Fenix Intermediate, LLC	03/28/24	Delayed Draw Term Loan B-1 - 10.83% (SOFR + 6.50%, 1.75% Floor)		0.3	%		1,786,372	03/28/29		1,786,372		1,725,635
	Superior Industries International, Inc.	08/14/24	Term Loan - 11.88% (SOFR + 7.50%, 2.50% Floor)		3.3	%		20,407,179	12/15/28		19,942,091		20,039,850
					8.3	%					50,751,692		50,540,451
Commercial Services & Supplies
	CSAT Holdings LLC	06/30/23	Term Loan - 12.84% (SOFR + 8.25%, 2.00% Floor)		4.6	%		28,871,994	06/30/28		28,171,683		28,352,298
	CSAT Holdings LLC	06/30/23	Revolver - 12.71% (SOFR + 8.25%, 2.00% Floor)		0.2	%		1,049,128	06/30/28		1,049,128		1,030,244
	Jones Industrial Holdings, Inc.	07/31/23	Delayed Draw Term Loan - 11.46% (SOFR + 7.00%, 2.00% Floor)		0.7	%		4,247,728	07/31/28		4,193,023		4,281,710
	Jones Industrial Holdings, Inc.	07/31/23	Term Loan - 11.46% (SOFR + 7.00%, 2.00% Floor)		2.9	%		17,869,096	07/31/28		17,437,663		18,012,049
	Comprehensive Logistics Co., LLC	03/26/24	Revolver - 11.44% (SOFR + 7.00%, 2.00% Floor)		0.3	%		1,898,179	03/26/26		1,898,179		1,858,317
	Comprehensive Logistics Co., LLC	03/26/24	Term Loan - 11.46% (SOFR + 7.00%, 2.00% Floor)		5.7	%		35,389,170	03/26/26		34,898,845		34,645,998
					14.4	%					87,648,521		88,180,616
Construction & Engineering
	Sunland Asphalt & Construction, LLC	06/16/23	Delayed Draw Term Loan - 10.96% (SOFR + 6.50%, 1.75% Floor)		1.3	%		8,013,166	06/16/28		8,013,166		8,173,429
	Sunland Asphalt & Construction, LLC	06/16/23	Term Loan B - 10.96% (SOFR + 6.50%, 1.75% Floor)		3.2	%		19,070,701	06/16/28		18,582,347		19,452,115
					4.5	%					26,595,513		27,625,544
Containers & Packaging
	The HC Companies, Inc.	08/01/23	Term Loan - 11.86% (SOFR + 7.50%, 2.00% Floor)		6.3	%		40,222,800	08/01/28		39,502,884		38,372,551
	The HC Companies, Inc.	05/21/24	Incremental Term Loan - 11.84% (SOFR + 7.50%, 2.00% Floor)		3.7	%		23,643,338	08/01/28		23,139,008		22,555,744
	Hoffmaster Group, Inc.	02/24/23	Term Loan - 10.82% (SOFR + 6.25%, 2.00% Floor)		3.5	%		21,345,493	02/24/28		21,198,454		21,281,457
	Hoffmaster Group, Inc.	03/15/24	Incremental Term Loan - 10.82% (SOFR + 6.25%, 2.00% Floor)		3.2	%		19,312,015	02/24/28		19,004,042		19,254,079
	PaperWorks Industries, Inc.	07/26/23	Term Loan - 12.99% (SOFR + 8.25%, 1.00% Floor)		2.3	%		14,295,028	06/30/27		14,113,725		14,023,422
					19.0	%					116,958,113		115,487,253
Electrical Equipment
	VoltaGrid, LLC	04/09/24	Term Loan - 10.93% (SOFR + 6.50%, 4.00% Floor)		4.8	%		29,720,581	02/28/29		28,659,576		29,482,816
					4.8	%					28,659,576		29,482,816


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Energy Equipment & Services
	Harvey Gulf Holdings, LLC	01/19/24	Term Loan B - 10.61% (SOFR + 6.25%, 2.00% Floor)		6.7	%	$	41,115,842	01/19/29	$	40,815,030	$	41,033,611
	HydroSource Logistics, LLC	04/05/24	Revolver - 13.12% (SOFR + 8.50%, 2.00% Floor)		0.1	%		569,454	04/04/29		569,454		569,454
	HydroSource Logistics, LLC	04/05/24	Term Loan - 13.09% (SOFR + 8.50%, 2.00% Floor)		4.5	%		27,348,048	04/04/29		26,652,732		27,348,048
					11.3	%					68,037,216		68,951,113
Food Products
	Baxters North America, Inc.	05/31/23	Term Loan - 11.76% (SOFR + 7.25%, 1.75% Floor)		5.8	%		35,793,900	05/31/28		35,156,570		35,256,991
	Great Kitchens Food Company, Inc.	05/31/24	Term Loan - 10.36% (SOFR + 6.00%, 1.25% Floor)		6.6	%		40,917,048	05/31/29		40,076,314		40,589,711
	Signature Brands, LLC	05/05/23	Term Loan - 14.28% inc PIK (SOFR + 9.50%, 1.75% Floor, 3.00% PIK)		4.7	%		31,857,043	05/04/28		31,368,271		28,798,767
	Signature Brands, LLC	02/29/24	Delayed Draw Term Loan A - 10.97% (SOFR + 6.50%, 1.75% Floor)		0.3	%		1,826,949	02/14/25		1,826,949		1,810,506
					17.4	%					108,428,104		106,455,975
Ground Transportation
	RPM Purchaser, Inc.	09/11/23	Delayed Draw Term Loan B - 10.72% (SOFR + 6.25%, 2.00% Floor)		0.6	%		3,890,628	09/11/28		3,890,628		3,890,628
	RPM Purchaser, Inc.	09/11/23	Term Loan B - 10.72% (SOFR + 6.25%, 2.00% Floor)		4.6	%		27,471,811	09/11/28		26,837,925		27,911,360
					5.2	%					30,728,553		31,801,988
Health Care Equipment & Supplies
	ConnectAmerica.com, LLC	10/11/24	Last Out Term Loan - 9.83% (SOFR + 5.50%, 1.75% Floor)		8.5	%		52,443,911	10/11/29		51,614,738		51,709,696
					8.5	%					51,614,738		51,709,696
Hotels, Restaurants & Leisure
	Black Rock Coffee Holdings, LLC	04/29/22	Term Loan - 11.28% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK)		3.1	%		18,884,078	09/30/26		18,834,482		18,884,078
	Black Rock Coffee Holdings, LLC	05/31/24	Incremental Term Loan - 11.28% inc PIK (SOFR + 6.50%, 1.00% Floor, 0.50% PIK)		0.8	%		4,934,770	09/30/26		4,787,582		4,934,770
	Five Star Buyer, Inc.	05/11/23	Term Loan - 12.66% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK)		3.2	%		20,290,390	02/23/28		19,762,480		19,661,388
	Five Star Buyer, Inc.	05/11/23	Delayed Draw Term Loan - 12.66% inc PIK (SOFR + 8.00%, 1.50% Floor, 1.00% PIK)		0.1	%		710,698	02/23/28		710,698		688,667
	Red Robin International, Inc.	04/11/22	Revolver - 12.14% (SOFR + 7.50%, 1.00% Floor)		0.3	%		1,753,709	03/04/27		1,753,709		1,702,852
	Red Robin International, Inc.	04/11/22	Term Loan - 12.21% (SOFR + 7.50%, 1.00% Floor)		1.7	%		10,614,365	03/04/27		10,457,144		10,306,549
					9.2	%					56,306,095		56,178,304
Household Durables
	Lenox Holdings, Inc.	07/08/22	Term Loan - 13.67% (SOFR + 8.75%, 1.00% Floor)		5.8	%		35,454,800	07/08/27		35,098,310		35,383,890
					5.8	%					35,098,310		35,383,890


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Information Technology Services
	Corcentric, Inc.	05/09/23	Term Loan - 11.66% (SOFR + 7.00%, 2.00% Floor)		6.5	%	$	39,276,649	05/09/27	$	38,930,659	$	39,669,415
					6.5	%					38,930,659		39,669,415
Machinery
	Mark Andy, Inc.	06/16/23	Term Loan - 13.23% inc PIK (SOFR + 8.75%, 1.50% Floor, 1.00% PIK)		3.8	%		26,560,127	06/16/28		26,109,462		23,027,630
	Triarc Tanks Bidco, LLC	10/03/22	Term Loan - 11.59% (SOFR + 7.00%, 1.00% Floor)		2.3	%		15,438,898	10/03/26		15,236,005		14,358,175
					6.1	%					41,345,467		37,385,805
Oil, Gas & Consumable Fuels
	HOP Energy, LLC(2)(5)	02/29/24	Term Loan B - 14.85% inc PIK (SOFR + 10.00%, 2.00% Floor, all PIK)		0.0	%		5,608,985	12/09/27		5,345,831		—
	HOP Energy, LLC	06/17/22	Term Loan - 13.85% inc PIK (SOFR + 9.00%, 2.00% Floor, all PIK)		3.9	%		26,585,030	12/09/27		26,356,060		24,112,623
					3.9	%					31,701,891		24,112,623
Paper & Forest Products
	Pallet Logistics of America, LLC	11/22/24	Term Loan - 11.01% (SOFR + 6.50%, 1.00% Floor)		3.9	%		24,218,954	03/02/27		23,656,354		23,734,575
					3.9	%					23,656,354		23,734,575
Professional Services
	Alorica Inc.	12/21/22	Term Loan - 11.23% (SOFR + 6.88%, 1.50% Floor)		5.1	%		31,631,167	03/02/27		31,349,501		31,441,380
					5.1	%					31,349,501		31,441,380
Software
	Pango Group	12/09/24	Term Loan - 10.68% (SOFR + 6.25%, 1.50% Floor)		3.7	%		22,838,494	12/10/29		22,595,637		22,610,109
	Pango Group	12/09/24	Revolver - 10.68% (SOFR + 6.25%, 1.50% Floor)		0.2	%		1,229,765	12/10/29		1,229,765		1,217,467
					3.9	%					23,825,402		23,827,576
Specialty Retail
	D&D Buyer, LLC	10/04/23	Term Loan - 11.43% (SOFR + 7.00%, 2.00% Floor)		5.2	%		31,977,969	10/04/28		31,180,450		32,041,924
	D&D Buyer, LLC	10/04/23	Revolver - 11.43% (SOFR + 7.00%, 2.00% Floor)		0.2	%		1,384,328	10/04/28		1,384,328		1,384,328
	D&D Buyer, LLC	10/04/23	Delayed Draw Term Loan - 11.62% (SOFR + 7.00%, 2.00% Floor)		0.9	%		5,408,395	10/04/28		5,408,395		5,408,395
	Follett Higher Education Group, Inc.	02/01/22	Term Loan - 11.46% inc PIK (SOFR + 7.00%, 2.00% Floor, 3.00% PIK)		4.9	%		31,365,026	02/01/28		31,110,590		30,016,330
					11.2	%					69,083,763		68,850,977


Industry	Issuer	Acquisition Date	Investment	% of Net Assets			Par Amount/Shares		Maturity Date	Amortized Cost		Fair Value
	DEBT(1) (continued)
Technology Hardware, Storage and Peripherals
	Sigmatron International, Inc.	07/18/22	Term Loan - 12.97% inc PIK (SOFR + 8.50%, 1.00% Floor, 1.00% PIK)		1.8	%	$	11,645,363	07/18/27	$	11,532,443	$	10,725,380
					1.8	%					11,532,443		10,725,380
Transportation Infrastructure
	CG Buyer, LLC	07/19/23	Delayed Draw Term Loan - 11.36% (SOFR + 7.00%, 1.50% Floor)		0.1	%		441,787	07/19/28		441,787		440,904
	CG Buyer, LLC	07/19/23	Term Loan - 11.36% (SOFR + 7.00%, 1.50% Floor)		3.3	%		19,956,923	07/19/28		19,572,468		19,917,009
					3.4	%					20,014,255		20,357,913
	Total Debt Investments				154.2	%					952,266,166		941,903,290

	EQUITY
Technology Hardware, Storage and Peripherals
	Sigmatron International, Inc.(2)(4)	12/01/24	Warrant, expires 12/1/29		0.0	%		26,385			41,412		41,412
					0.0	%					41,412		41,412
Energy Equipment & Services
	HydroSource Logistics, LLC (2)(4)	04/05/24	Warrant, expires 4/4/34		0.0	%		380			—		182,992
					0.0	%					—		182,992
	Total Equity Investments				0.0	%					41,412		224,404
	Total Debt & Equity Investments(3)				154.2	%					952,307,578		942,127,694
	Cash Equivalents
	First American Government Obligation Fund, Yield 4.39%, Class X (FGXXX)				14.4	%		87,815,228			87,815,228		87,815,228
	Total Cash Equivalents				14.4	%		87,815,228			87,815,228		87,815,228
	Total Investments (168.5%)									$	1,040,122,806	$	1,029,942,922
	Net unrealized depreciation on unfunded commitments (0.2%)												(1,110,046	)
	Liabilities in Excess of Other Assets (68.3%)											$	(417,603,413	)
	Net Assets (100.0%)											$	611,229,463

(1)

Certain debt investments are subject to contractual restrictions on resale, such as approval of the agent or borrower.

(2)

Non-income producing.

(3)

(4)

All or a portion of such security was acquired in a transaction exempt from registration under the Securities Act of 1933 as amended (the “Securities Act”), and may be deemed “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities was $224,404, or 0.0% of the Company’s total assets.

(5)

Investment is in default as of December 31, 2024.

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

PIK - Payment-In-Kind

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $464,918,831 and $259,464,572, respectively, for the period ended December 31, 2024. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.


Geographic Breakdown of Portfolio
United States	100	%

TCW DIRECT LENDING VIII LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

June 30, 2025


	As of June 30,
	2025			As of December 31,
	(unaudited)			2024
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $1,274,561 and $952,308, respectively)	$	1,243,460		$	942,128
Cash and cash equivalents		48,814			92,946
Interest income receivable		7,619			6,311
Receivable for investment sold		202			156
Deferred financing costs		441			1,150
Prepaid and other assets		1			74
Total Assets	$	1,300,537		$	1,042,765
Liabilities
Term loan (net of $317 and $1,081 of deferred financing costs, respectively)	$	399,683		$	398,919
Revolving credit facilities payable		39,200			—
Incentive fee payable		25,794			21,675
Interest and credit facility expense payable		6,452			5,910
Management fees payable		3,947			2,970
Unrealized depreciation on unfunded commitments		1,218			1,110
Directors' fees payable		99			—
Other accrued expenses and other liabilities		574			952
Total Liabilities		476,967			431,536
Commitments and Contingencies (Note 5)
Members’ Capital
Common Unitholders’ commitment: (12,745,660 units issued and outstanding)		1,274,566			1,274,566
Common Unitholders’ undrawn commitment: (12,745,660 units issued and outstanding)		(384,504	)		(623,504	)
Common Unitholders’ return of capital		(5,941	)		(5,941	)
Common Unitholders’ offering costs		(347	)		(347	)
Common Unitholders’ capital		883,774			644,774
Accumulated overdistributed earnings		(60,204	)		(33,545	)
Total Members’ Capital		823,570			611,229
Total Liabilities and Members’ Capital	$	1,300,537		$	1,042,765
Net Asset Value Per Unit (accrual base) (Note 10)(1)	$	94.78		$	96.87

(1)

Net Asset Value Per Unit (accrual base) equates to the aggregate of the Total Members' Capital and Common Unitholders' undrawn commitment divided by total Common units outstanding.

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025


	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Investment Income
Non-controlled/non-affiliated investments:
Interest income	$	37,485		$	31,099		$	67,664		$	59,328
Interest income paid-in-kind		4,277			2,689			8,342			3,648
Other fee income		105			2,377			216			3,096
Total investment income		41,867			36,165			76,222			66,072
Expenses
Interest and credit facility expenses		10,506			9,778			19,319			17,355
Management fees		3,947			2,890			7,177			5,253
Incentive fees		1,488			3,795			4,119			5,968
Administrative fees		273			232			521			434
Professional fees		203			225			276			377
Directors’ fees		67			50			119			125
Organizational costs		—			2			—			20
Other expenses		112			116			246			218
Total expenses		16,596			17,088			31,777			29,750
Expenses reimbursed by Adviser		—			(2	)		—			(2	)
Net expenses		16,596			17,086			31,777			29,748
Net investment income		25,271			19,079			44,445			36,324
Net realized and unrealized (loss) gain on investments
Net realized (loss) gain:
Non-controlled/non-affiliated investments		(75	)		(3	)		(75	)		106
Net change in unrealized appreciation/(depreciation):
Non-controlled/non-affiliated investments		(16,767	)		2,547			(21,029	)		(2,595	)
Net realized and unrealized loss (gain) on investments		(16,842	)		2,544			(21,104	)		(2,489	)
Net increase in Members’ Capital from operations	$	8,429		$	21,623		$	23,341		$	33,835
Basic and diluted:
Income per unit	$	0.66		$	1.70		$	1.83		$	2.65
Units Outstanding		12,745,660			12,745,660			12,745,660			12,745,660

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025


	Common Unitholders’ Capital		Accumulated Undistributed (Overdistributed) Earnings			Total
Members’ Capital at January 1, 2025	$	644,774	$	(33,545	)	$	611,229
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—		19,174			19,174
Net change in unrealized appreciation/(depreciation) on investments		—		(4,262	)		(4,262	)
Distributions to Members from:
Distributable earnings		—		(25,000	)		(25,000	)
Total Decrease in Members’ Capital for the three months ended March 31, 2025		—		(10,088	)		(10,088	)
Members’ Capital at March 31, 2025		644,774		(43,633	)		601,141
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—		25,271			25,271
Net realized loss on investments		—		(75	)		(75	)
Net change in unrealized appreciation/(depreciation) on investments		—		(16,767	)		(16,767	)
Distributions to Members from:
Distributable earnings		—		(25,000	)		(25,000	)
Net Increase in Members’ Capital Resulting from Capital Activity:
Contributions		239,000		—			239,000
Total Increase (Decrease) in Members’ Capital for the three months ended June 30, 2025		239,000		(16,571	)		222,429
Members’ Capital at June 30, 2025	$	883,774	$	(60,204	)	$	823,570

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025


	Common Unitholders’ Capital			Accumulated Undistributed (Overdistributed) Earnings			Total
Members’ Capital at January 1, 2024	$	468,001		$	(7,791	)	$	460,210
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			17,245			17,245
Net realized gain on investments		—			109			109
Net change in unrealized appreciation/(depreciation) on investments		—			(5,142	)		(5,142	)
Distributions to Members from:
Distributable earnings		—			(5,754	)		(5,754	)
Net Increase (Decrease) in Members’ Capital Resulting from Capital Activity:
Contributions		32,324			—			32,324
Return of capital		(212	)		—			(212	)
Total Increase in Members’ Capital for the three months ended March 31, 2024		32,112			6,458			38,570
Members’ Capital at March 31, 2024		500,113			(1,333	)		498,780
Net Increase (Decrease) in Members’ Capital Resulting from Operations:
Net investment income		—			19,079			19,079
Net realized loss on investments		—			(3	)		(3	)
Net change in unrealized appreciation/(depreciation) on investments		—			2,547			2,547
Distributions to Members from:
Distributable earnings		—			(34,000	)		(34,000	)
Net Increase (Decrease) in Members’ Capital Resulting from Capital Activity:
Contributions		57,327			—			57,327
Return of capital		(376	)		—			(376	)
Offering costs		(17	)		—			(17	)
Total Increase (Decrease) in Members’ Capital for the three months ended June 30, 2024		56,934			(12,377	)		44,557
Members’ Capital at June 30, 2024	$	557,047		$	(13,710	)	$	543,337

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025


	For the six months ended June 30,
	2025			2024
Cash Flows from Operating Activities
Net increase in net assets resulting from operations	$	23,341		$	33,835
Adjustments to reconcile the net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of investments		(431,989	)		(296,247	)
Interest income paid-in-kind		(8,342	)		(3,648	)
Proceeds from sales and paydowns of investments		121,706			96,071
Net realized loss (gain) on investments		75			(106	)
Change in net unrealized (appreciation)/depreciation on investments		21,029			2,595
Amortization of premium and accretion of discount, net		(3,703	)		(3,523	)
Amortization of deferred financing costs		1,655			1,562
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest income receivable		(1,308	)		(862	)
(Increase) decrease in receivable for investment sold		(46	)		(484	)
(Increase) decrease in due from Adviser		—			76
(Increase) decrease in prepaid and other assets		73			505
Increase (decrease) incentive fee payable		4,119			5,968
Increase (decrease) management fees payable		977			535
Increase (decrease) interest and credit facility expense payable		542			2,363
Increase (decrease) directors’ fees payable		99			100
Increase (decrease) other accrued expenses and other liabilities		(378	)		(450	)
Net cash used in operating activities		(272,150	)		(161,710	)
Cash Flows from Financing Activities
Contribution from Members		239,000			103,517
Distributions to Members from distributable earnings		(50,000	)		(39,754	)
Distributions to Members from return of capital		—			(588	)
Offering costs		—			(17	)
Deferred financing costs paid		(182	)		(2,665	)
Proceeds from credit facilities		276,200			263,000
Repayment of credit facilities		(237,000	)		(197,789	)
Net cash provided by financing activities		228,018			125,704
Net decrease in cash and cash equivalents		(44,132	)		(36,006	)
Cash and cash equivalents, beginning of period		92,946			83,247
Cash and cash equivalents, end of period	$	48,814		$	47,241
Supplemental and non-cash financing activities
Interest expense paid	$	16,225		$	12,427
Decrease in Capital call receivable	$	—		$	(13,866	)

Organization and Basis of Presentation

Organization: TCW Direct Lending VIII LLC (the “Company”), was formed as a Delaware limited liability company on September 3, 2020. The Company has conducted and expects to further conduct private offerings of its common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company may issue preferred units, though it currently has no intention to do so. On May 27, 2021 (“Inception Date”), the Company sold and issued 10 Units at an aggregate purchase price of $1 to TCW Asset Management Company LLC (“TAMCO” or the “Adviser”), the Company's investment adviser and an affiliate of the TCW Group, Inc.

On July 22, 2021 the Company filed an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also filed an election to be treated for U.S. Federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”) and made such an election beginning with the taxable year ending December 31, 2022. The Company is required to meet the minimum distribution and other requirements for RIC qualification. As a BDC and a RIC, the Company is required to comply with certain regulatory requirements.

On January 21, 2022, the Company entered into the Investment Advisory and Management Agreement with the Adviser. On the same date, the Company also completed the first closing of the sale of its Common Units (the “Initial Closing Date”) pursuant to which the Company sold 4,543,770 Common Units at an aggregate purchase price of $454,377. The Company continued to accept subscription agreements and issue Units for a period of twelve-months following the Initial Closing Date (the "Closing Period"). On January 6, 2023, the Company's Board of Directors approved a six-month extension of the Closing Period from January 21, 2023 to July 21, 2023. On July 26, 2023, the Company's Amended and Restated Limited Liability Company Agreement was amended to extend the Closing Period to be the twenty-four month period following the Company's initial closing, until January 21, 2024 by a majority vote of the Company's Unitholders. On February 16, 2024, the Company's Amended and Restated Limited Liability Company Agreement was amended such that the definition of the Closing Period was amended to be the twenty-six month period following the Initial Closing Date, such that the Initial Closing Date ended on March 21, 2024.

The Company commenced operations during the first quarter of fiscal year 2022.

On May 13, 2022, the Company formed a wholly-owned subsidiary, TCW DL VIII Financing LLC, a single member Delaware limited liability company. On April 2, 2024, the Company formed a wholly-owned subsidiary, TCW DL HDR LLC, a single member Delaware limited liability company.

The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

On July 8, 2022, the Company completed the second closing of the sale of its Common Units pursuant to which the Company sold 2,178,280 Common Units for an aggregate offering price of $217,828. On November 14, 2022, the Company completed the third closing of the sale of our Common Units pursuant to which the Company sold 642,500 Common Units for an aggregate offering price of $64,250. On April 3, 2023, the Company completed the fourth closing of the sale of its Common Units pursuant to which the Company sold 1,025,550 Common Units for an aggregate offering price of $102,555. On July 24, 2023, the Company completed the fifth closing of the sale of its Common Units pursuant to which the Company sold 1,173,625 Common Units for an aggregate offering price of $117,363. On December 13, 2023, the Company completed the sixth closing of the sale of its Common Units pursuant to which the Company sold 1,145,325 Common Units for an aggregate offering price of $114,533. On January 18, 2024, the Company completed the seventh closing of the sale of its Common Units pursuant to which the Company sold 734,300 Common Units for an aggregate offering price of $73,430. On March 19, 2024, the Company completed the final closing of the sale of its Common Units pursuant to which the Company sold 1,302,300 Common Units for an aggregate offering price of $130,230. The additional closings occurred during the 26-month Closing Period. The sale of the Common Units was made pursuant to subscription agreements entered into by the Company and each investor. Under the terms of the subscription agreements, the Company may draw down all or any portion of the undrawn commitment with respect to each Common Unit generally upon at least ten business days’ prior written notice to the unitholders.

Organization and Basis of Presentation (Continued)

Term: The term of the Company will continue until January 21, 2029, unless extended or the Company is sooner dissolved as provided in the Company’s amended and restated limited liability agreement (the “LLC Agreement”) or by operation of law. The Company may extend the term for two additional one-year periods upon written notice to the holders of the Units (the “Unitholders”) and holders of preferred units, if any (together with the Unitholders, the “Members”), at least 90 days prior to the expiration of the term or the end of the first one-year period. Thereafter, the term may be extended for successive one-year periods, with the vote or consent of a supermajority representing more than 66 2/3% in interest of the holders of the Units.

Commitment Period: The Commitment Period commenced on the Initial Closing Date, the day on which the Company completed the first closing of the sale of its Units to persons not affiliated with the Adviser and will end on February 1, 2026, which is the later of (a) January 21, 2026, four years from the Initial Closing Date and (b) February 1, 2026, four years from the date in which the Company first completed an investment. However, the Commitment Period is subject to termination upon the occurrence of a Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more of Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the “Related Entities”); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition “Key Person Event” will be amended to take into account such successor.

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of temporary disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Unitholders of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company’s LLC Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of aggregate cumulative invested amounts.

Capital Commitments: On the Initial Closing Date, the Company began accepting subscription agreements from investors for the private sale of its Units. As of June 30, 2025, the Company has sold 12,745,660 Units for an aggregate offering price of $1,274,566. Each Unitholder is obligated to contribute capital equal to their respective capital commitment to the Company (each, a “Commitment”) and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by the Company and each investor. Under the terms of the subscription agreements, the Company may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment”.

Organization and Basis of Presentation (Continued)

The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Company did not consummate and therefore returned to the Members as unused capital. As of June 30, 2025, aggregate Commitments, Undrawn Commitments, percentage of Commitments funded and the number of subscribed for Units of the Company were as follows:


	Commitments		Undrawn Commitments		% of Commitments Funded			Units
Common Unitholder	$	1,274,566	$	384,504		69.8	%		12,745,660

Recallable Amount: A Unitholder may be required to re-contribute amounts distributed equal to (a) such Unitholder’s share of all portfolio investments that are repaid to the Company, or otherwise recouped by the Company, and distributed to the Unitholder, in whole or in part, during or after the Commitment period, reduced by (b) all re-contributions made by such Unitholder. This amount, (the “Recallable Amount”) is excluded from the calculation of the accrual based net asset value.

The Recallable Amount as of June 30, 2025 was $5,941.

Significant Accounting Policies

Basis of Presentation: The Company’s unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC Topic 946”). The unaudited consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission ("SEC") on March 26, 2025.

Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the consolidated financial statements, (ii) the reported amounts of income and expenses during the years presented and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates, and such differences could be material.

Investments: The Company measures the fair value of its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers the principal market of its investments to be the market in which the investment trades with the greatest volume and level of activity.

Transactions: The Company records investment transactions on the trade date. The Company considers the trade date for investments not traded on a recognizable exchange, or traded in the over-the-counter markets, to be the date on which the Company receives legal or contractual title to the asset and bears the risk of loss.

Significant Accounting Policies (Continued)

Income Recognition: Interest income and interest income paid-in-kind (“PIK”) are recorded on an accrual basis unless doubtful of collection or the related investment is in default. Although the Company does not currently expect the Private Credit Group to originate a significant amount of investments for the Company with the use of PIK interest features, from time to time the Company may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal 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. To maintain the Company's tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three and six months ended June 30, 2025, PIK interest income earned was $4,277 and $8,342, respectively, representing 10.2% and 10.9%, respectively, of investment income. For the three and six months ended June 30, 2024, PIK interest income earned was $2,689 and $3,648, respectively, representing 7.4% and 5.5%, respectively, of investment income.

Realized gains and losses on investments are recorded on a specific identification basis. The Company typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

The Company may enter into certain intercreditor agreements that entitle the Company to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, the Company may receive a higher interest rate than the contractual stated interest rate as disclosed on the Company’s Consolidated Schedule of Investments.

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. The Company earns an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid 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. If at any point the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Deferred Financing Costs: Deferred financing costs incurred by the Company in connection with the Credit Facilities (as described in Note 7 to the Consolidated Financial Statements), including arrangement fees, upfront fees and legal fees, are amortized on a straight-line basis over the term of the respective credit facility.

Organizational and Offering Costs: Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital at the end of the period during which Units will be offered (the “Closing Period”). The Company will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (in aggregate, the “Commitments”) of the Company for organizational and offering costs in connection with the offering of the Units through the Closing Period. Organizational costs are expensed as incurred and since inception, the Company has incurred $718 in organizational costs, of which $0 was expensed during the three and six months ended June 30, 2025. Since inception, the Company has incurred $347 in offering costs, all of which were charged to Members’ Capital as of December 31, 2024.

Significant Accounting Policies (Continued)

Cash and Cash Equivalents: The Company generally considers investments with a maturity of three months or less at the time of acquisition to be cash equivalents. As of June 30, 2025, cash and cash equivalents are comprised of demand deposits and highly liquid investments with maturities of three months or less. Cash equivalents are valued at the net asset value of the mutual fund which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Income Taxes: The Company has elected to be regulated as a BDC under the 1940 Act. The Company also intends to be treated as a RIC under the Code and will make such an election beginning with the taxable year ending December 31, 2022. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. Federal income taxes on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

Investment Valuations and Fair Value Measurements

Investments at Fair Value: Investments held by the Company are valued at fair value. Fair value is generally determined on the basis of last reported sales prices or official closing prices on the primary exchange in which each security trades, or if no sales are reported, generally based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service.

Investments for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board.

Fair Value Hierarchy: Assets and liabilities are classified by the Company into three levels based on valuation inputs used to determine fair value:

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect the Company’s determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.

Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.

Investment Valuations and Fair Value Measurements (Continued)

Debt, (Level 3), include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate, or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), may include common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The Black-Scholes pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of June 30, 2025:


Investments	Level 1		Level 2		Level 3		Total
Debt	$	—	$	—	$	1,234,921	$	1,234,921
Equity		—		—		8,540		8,540
Cash equivalents		44,895		—		—		44,895
Total	$	44,895	$	—	$	1,243,461	$	1,288,356

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Consolidated Schedule of Investments as of December 31, 2024:


Investments	Level 1		Level 2		Level 3		Total
Debt	$	—	$	—	$	941,903	$	941,903
Equity		—		—		224		224
Cash equivalents		87,815		—		—		87,815
Total	$	87,815	$	—	$	942,127	$	1,029,942

Investment Valuations and Fair Value Measurements (Continued)

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2025:


	Debt			Equity			Total
Balance, April 1, 2025	$	1,097,095		$	2,031		$	1,099,126
Purchases		263,529			1,176			264,705
Sales and paydowns of investments		(105,893	)		(277	)		(106,170	)
Amortization of premium and accretion of discount, net		2,267			—			2,267
Net realized loss		(75	)		—			(75	)
Net change in unrealized appreciation/(depreciation)		(22,002	)		5,610			(16,392	)
Balance, June 30, 2025	$	1,234,921		$	8,540		$	1,243,461
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2025	$	(21,121	)	$	5,610		$	(15,511	)


	Debt			Equity			Total
Balance, January 1, 2025	$	941,903		$	224		$	942,127
Purchases, including payments received in-kind		438,398			1,933			440,331
Sales and paydowns of investments		(121,305	)		(401	)		(121,706	)
Amortization of premium and accretion of discount, net		3,703			—			3,703
Net realized loss		(75	)		—			(75	)
Net change in unrealized appreciation/(depreciation)		(27,703	)		6,784			(20,919	)
Balance, June 30, 2025	$	1,234,921		$	8,540		$	1,243,461
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2025	$	(26,823	)	$	6,784		$	(20,039	)

Investment Valuations and Fair Value Measurements (Continued)

The following tables provide a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three and six months ended June 30, 2024:


	Debt			Equity		Total
Balance, April 1, 2024	$	823,989		$	—	$	823,989
Purchases		157,484			—		157,484
Sales and paydowns of investments		(37,773	)		—		(37,773	)
Amortization of premium and accretion of discount, net		1,685			—		1,685
Net realized loss		(3	)		—		(3	)
Net change in unrealized appreciation/(depreciation)		1,643			1,115		2,758
Balance, June 30, 2024	$	947,025		$	1,115	$	948,140
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2024	$	1,640		$	1,115	$	2,755


	Debt			Equity		Total
Balance, January 1, 2024	$	742,916		$	—	$	742,916
Purchases, including payments received in-kind		299,895			—		299,895
Sales and paydowns of investments		(96,071	)		—		(96,071	)
Amortization of premium and accretion of discount, net		3,523			—		3,523
Net realized gain		106			—		106
Net change in unrealized appreciation/(depreciation)		(3,344	)		1,115		(2,229	)
Balance, June 30, 2024	$	947,025		$	1,115	$	948,140
Change in net unrealized appreciation/(depreciation) in investments held as of June 30, 2024	$	(1,707	)	$	1,115	$	(592	)

The Company did not have any transfers between levels during the three and six months ended June 30, 2025 and 2024.

Investment Valuations and Fair Value Measurements (Continued)

Level 3 Valuation and Quantitative Information: The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of June 30, 2025:

         Investment Type

         Fair Value

         Valuation
Technique

         Unobservable
Input

         Range

         Weighted
Average*

         Impact to
Valuation if
Input Increases

Debt

1,073,227

Income Method

Discount Rate

8.5% to 20.0%

12.1%

Decrease

Debt

135,208

Market Method

EBITDA Multiple

4.5x to 7.8x

5.7x

Increase

Debt

—

Market Method

Indicative Bid

0.0% to 0.0%

0.0%

Increase

Debt

26,486

Income Method

Discount Rate

12.9% to 17.1%

15.3%

Decrease

          
         Market Method

         Indicative Bid

         99.4% to 99.6%

         99.5%

         Increase

Equity

7,350

Market Method

EBITDA Multiple

4.5x to 6.5x

5.0x

Increase

Equity

1,190

Market Method

Indicative Bid

$2.97 to $2.97

$2.97

Increase

* Weighted based on fair value

The following table summarizes the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2024:

         Investment Type

         Fair Value

         Valuation
Technique

         Unobservable
Input

         Range

         Weighted
Average*

         Impact to
Valuation if
Input Increases

Debt

889,873

Income Method

Discount Rate

10.3% to 22.2%

13.0%

Decrease

Debt

52,030

Market Method

EBITDA Multiple

6.5x to 8.0x

7.1x

Increase

Equity

224

Market Method

EBITDA Multiple

5.8x to 7.5x

6.8x

Increase

* Weighted based on fair value

The Company generally utilizes the midpoint of a valuation range provided by an external, independent valuation firm in determining fair value.

Agreements and Related Party Transactions

Advisory Agreement: On January 21, 2022, the Company entered into the Investment Advisory and Management Agreement (the “Advisory Agreement”) with the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Advisory Agreement became effective upon its execution for an initial two-year term. Unless earlier terminated, the Advisory Agreement will continue in effect from for additional one-year terms thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities and (ii) the vote of a majority of the Board who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective affiliates (the “Independent Directors”). The Advisory Agreement will automatically terminate in the event of an assignment by the Adviser. On August 12, 2024, the Company's Board renewed the Advisory Agreement for an additional one-year term until September 15, 2025.

The Advisory Agreement may be terminated by either party, by vote of the Company’s Board, or by a vote of the majority of the Company’s outstanding voting units, without penalty upon not less than 60 days’ prior written notice to the applicable party. If the Advisory Agreement is terminated according to this paragraph, the Company will pay the Adviser a pro-rated portion of the Management Fee and Incentive Fee (each as defined below).

Pursuant to the Advisory Agreement, the Adviser:

•

determines the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;

•

identifies, evaluates and negotiates the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies);

•

determines the assets the Company will originate, purchase, retain or sell;

•

closes, monitors and administers the investments the Company makes, including the exercise of any rights in the Company’s capacity as a lender; and

•

provides the Company such other investment advice, research and related services as the Company may, from time to time, require.

The Company pays to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of the Company’s portfolio investments (including portfolio investments purchased with borrowed funds and other forms of leverage, such as preferred units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), and excluding cash and cash equivalents. The Management Fee payable for any partial month or quarter will be appropriately pro-rated.

For the three and six months ended June 30, 2025, Management Fees incurred were $3,947 and $7,177, respectively, and $3,947 remained payable as of June 30, 2025. For the three and six months ended June 30, 2024, Management Fees incurred were $2,890 and $5,253, respectively, and $2,890 remained payable as of June 30, 2024.

In addition, the Adviser receives an incentive fee (the “Incentive Fee”) as follows:

(a)

First, no Incentive Fee is owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their aggregate capital contributions in respect of all Units;

(b)

Second, no Incentive Fee is owed until the Unitholders have collectively received cumulative distributions equal to an 8.0% internal rate of return on their aggregate capital contributions in respect of all Units (the “Hurdle”);

(c)

Third, the Adviser is entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and

Agreements and Related Party Transactions (Continued)

(d)

Thereafter, the Adviser is entitled to an Incentive Fee equal to 15% of additional amounts otherwise distributable to Unitholders, with the remaining 85% distributed to the Unitholders.

The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.

For the three and six months ended June 30, 2025, Incentive Fees incurred were $1,488 and $4,119, respectively. For the three and six months ended June 30, 2024, Incentive Fees incurred were $3,795 and $5,968, respectively. The Company has not made any incentive fee payments to the Adviser and as of June 30, 2025 and December 31, 2024, the Company's incentive fee payable to the Advisor was $25,794 and $21,675, respectively.

For purposes of calculating the Incentive Fee, as provided in 3.3.2 of the LLC Agreement, Aggregate Contributions shall not include NAV Balancing Contributions or Late-Closer Contributions (as such terms are defined in the LLC Agreement), and the distributions to Common Unitholders shall not include distributions attributable to Late-Closer Contributions. NAV Balancing Contributions received by the Company will not be treated as amounts distributed to Common Unitholders for purposes of calculating the Incentive Fee. In addition if distributions to which a Defaulting Member (as such term is defined in the LLC Agreement) otherwise would have been entitled have been withheld pursuant to 6.2.4 of the LLC Agreement, the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to 13.4 of the LLC Agreement.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the Advisory Agreement or (ii) the Company terminating the agreement for cause (as set out in the Advisory Agreement), the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with Section 6 of the Advisory Agreement. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment.

Adviser Return Obligation: After the Company has made its final distribution of assets in connection with its dissolution, if the Adviser has received aggregate payments of Incentive Fees in excess of the amount the Adviser was entitled to receive pursuant to “Incentive Fee” above, then the Adviser will return to the Company, on or before 90 days after such final distribution of assets, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event will the Adviser be required to return to the Company an amount greater than the aggregate Incentive Fees paid to the Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees, over (b) an amount equal to the U.S. Federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation.

Administration Agreement: On January 21, 2022, the Company entered into an Administration Agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (in such capacity, the “Administrator”). Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, and clerical, bookkeeping and record keeping services. Pursuant to the Administration Agreement, the Administrator oversees the maintenance of the Company’s financial records and otherwise assists with the Company’s compliance with BDC and RIC rules, monitors the payment of expenses, oversees the performance of administrative and professional services rendered to the Company by others, is responsible for the financial and other records that the Company is required to maintain, prepares and disseminates reports to the Unitholders and reports and other materials to be filed with the SEC or other regulators, assists the Company in determining and publishing (as necessary or appropriate) its net asset value, oversees the preparation and filing of tax returns, generally oversees the payment of expenses and provides such other services as the Administrator, subject to review of the Company’s Board, shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and may remove or replace any sub-administrator.

Agreements and Related Party Transactions (Continued)

Payments under the Administration Agreement are equal to an amount that reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. The amounts paid pursuant to the Administration Agreement are subject to the Company Expenses Limitation (as defined below). The Administrator agrees that it will not charge total fees under the Administration Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. The costs and expenses paid by the Company and the applicable caps on certain costs and expenses are described below under “Expenses”.

The Administration Agreement provides that neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable or responsible to the Company or any of the Unitholders for any error of judgment, mistake of law or any loss arising out of any investment, or for any other act or omission in the performance by such person or persons of their respective duties, except for liability resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of their respective duties. The Company will also indemnify the Administrator and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it. On August 12, 2024, the Company's Board renewed the Administration Agreement for an additional one-year term until September 15, 2025.

Agreements and Related Party Transactions (Continued)

Expenses: The Company, and indirectly the Unitholders, bears all costs, expenses and liabilities, other than Adviser Operating Expenses (which shall be borne by the Adviser), in connection with the Company’s organization, operations, administration and transactions (“Company Expenses”). Company Expenses include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and organizational expenses of a related entity organized and managed by the Adviser or an affiliate of the Adviser as a feeder fund for the Company and issuance of interests therein; (b) expenses of calculating net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the Company’s financial and legal affairs, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of the Company’s board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s consolidated financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s consolidated financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the Company’s investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the Company’s LLC Agreement or Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business.

Agreements and Related Party Transactions (Continued)

However, the Company will not bear more than (a) an amount equal to 10 basis points of its aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the Closing Period (see “The Private Offering—Closing Period”) and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to us by the Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by us as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Company’s portfolio investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including the Company, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator’s overhead in performing its obligations), in furtherance of providing supervisory investment management services for the Company. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), or with its compliance as a registered investment adviser thereunder.

All Adviser Operating Expenses and all expenses of the Company that the Company will not bear, as set forth above, will be borne by the Adviser or its affiliates.

Commitments and Contingencies

The Company had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2025 and December 31, 2024:


		June 30, 2025				December 31, 2024
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
All Day Acquisitionco LLC (24 Hour Fitness)	April 2030	$	6,195	$	102	$	—	$	—
Black Rock Coffee Holdings, LLC	March 2026		7,537		—		9,918		—
CF Newco, Inc.	December 2029		527		5		527		5
CG Buyer, LLC	July 2025		3,252		26		3,252		7
Comprehensive Logistics Co., LLC	March 2026		1,329		27		2,657		56
CSAT Holdings LLC	June 2028		1,836		66		2,885		52
D&D Buyer, LLC	October 2025		—		—		2,653		—
D&D Buyer, LLC	October 2028		1,916		—		2,076		—
Fenix Intermediate LLC	March 2027		11,607		499		11,607		395
Five Star Buyer, Inc.	February 2028		1,517		97		1,517		47
Great Kitchens Food Company, Inc.	May 2029		6,902		28		6,902		55
Harvey Gulf Holdings, LLC	February 2030		11,704		—		—		—
Hoffmaster Group, Inc.	February 2028		2,096		—		2,096		6
HOP Energy, LLC	December 2027		371		—		—		—
HydroSource Logistics, LLC	April 2029		475		—		1,329		—
Milk Makeup LLC	March 2030		4,554		132		—		—
Pallet Logistics of America, LLC	November 2026		1,514		51		1,514		30
Pallet Logistics of America, LLC	November 2029		2,271		77		3,027		61
Red Robin International, Inc.	March 2027		2,317		—		752		22
RPM Purchaser, Inc.	September 2025		3,667		—		3,667		—
Signature Brands, LLC	March 2025		—		—		3,654		350
Signature Brands, LLC	November 2026		3,959		—		—		—
Superior Industries International, Inc.	June 2026		2,439		—		—		—
Viva 5 Group, LLC	May 2030		5,418		108		—		—
VoltaGrid, LLC	February 2029		—		—		2,995		24
Total		$	83,403	$	1,218	$	63,028	$	1,110

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2025, the Company is not aware of any pending or threatened litigation.

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

Members' Capital

The Company’s Unit activity for the three and six months ended June 30, 2025 and 2024, was as follows (See Note 1):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Units at beginning of period		12,745,660		12,745,660		12,745,660		10,709,060
Units issued and committed during the period		—		—		—		2,036,600
Units issued and committed at end of period		12,745,660		12,745,660		12,745,660		12,745,660

No deemed distributions and contributions were processed during the three and six months ended June 30, 2025.

Credit Facilities

On March 8, 2022, the Company entered into a senior secured revolving credit facility (the “Subscription Based Credit Facility” fka the “March 2022 Credit Facility”) among the Company, as borrower, and PNC Bank, National Association, as administrative agent and committed lender (“PNC”). The Subscription Based Credit Facility provides for a revolving credit line of up to $200,000 (the “Subscription Based Credit Facility Maximum Commitment”), subject to the lesser of (i) a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Subscription Based Credit Facility Borrowing Base”) and (ii) the Subscription Based Credit Facility Maximum Commitment. The Subscription Based Credit Facility has an initial commitment of $200,000 and may be periodically increased in amounts designated by the Company, up to an aggregate amount of $400,000. The maturity date of the Subscription Based Credit Facility is March 7, 2025, unless such date is extended at the Company’s option for a term of up to 12 months per such extension. Borrowings under the Subscription Based Credit Facility bear interest at a rate equal to either (a) a base rate calculated in a customary manner (which will never be less than the adjusted SOFR rate plus 1.00%) plus 0.75% or (b) adjusted SOFR rate calculated in a customary manner plus 1.75%.

The Subscription Based Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) the Company’s right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under the Company’s operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Subscription Based Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of June 30, 2025, the Company was in compliance with such covenants.

On March 7, 2025 the Company entered into the first amendment to the Subscription Based Credit Facility (the “First Amendment to the Subscription Based Credit Facility”). The First Amendment to the Subscription Based Credit Facility increased the applicable margin from 1.75% to 2.10%, decreased the Subscription Based Credit Facility Maximum Commitment from $200,000 to $50,000 and extended the stated maturity date from March 7, 2025 to March 6, 2026.

On September 13, 2022, TCW DL VIII Financing LLC (the “Borrower” or “TCW DL VIII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of the Company entered into a senior secured credit facility (the “Asset Based Credit Facility” fka the “September 2022 Credit Facility” and together with the Subscription Based Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement with PNC, as facility agent, the lenders from time to time party thereto, U.S. Bank National Association, as custodian, and Alter Domus (US) LLC, as collateral agent and collateral administrator.

Credit Facilities (Continued)

The Asset Based Credit Facility provides for an aggregate principal amount of up to $250,000 of revolving and term loans (the “Asset Based Credit Facility Maximum Commitment”), subject to compliance with a borrowing base (the “Asset Based Credit Facility Borrowing Base”). The Asset Based Credit Facility Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $800,000, subject to lender consent and obtaining commitments for the increase. Under the Asset Based Credit Facility, the Borrower may make borrowings of (i) revolving loans (the “Asset Based Revolving Credit Facility” and together with the Subscription Based Credit Facility, the “Revolving Credit Facilities”) during the period commencing September 13, 2022 and ending on September 13, 2025 and (ii) term loans (the “Term Loan”) during the period commencing September 13, 2022 and ending on September 13, 2023, unless, in the case of (i) and (ii), there is an earlier termination of the Asset Based Credit Facility or event of default thereunder. The Asset Based Credit Facility will mature on September 13, 2027. Borrowings under the Asset Based Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) a SOFR reference rate plus the facility margin of 2.25% per annum or (ii) the Base Rate plus the facility margin of 2.25% per annum.

The Borrower’s obligations under the Asset Based Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans which will be contributed by the Company to the Borrower in exchange for 100% of the membership interest of the Borrower and any payments received in respect of such loans. The Company may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the Asset Based Credit Facility.

Under the Asset Based Credit Facility, the Borrower has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities. The Asset Based Credit Facility also includes events of default that are customary for similar credit facilities. As of June 30, 2025, the Borrower was in compliance with such covenants.

On August 11, 2023, the Company amended the Asset Based Credit Facility and entered into the Amendment No. 1 to Credit and Security Agreement ("Amendment No. 1"). Amendment No. 1 increased the Asset Based Credit Facility Maximum Commitment from $250,000 to $400,000 which is comprised of $200,000 each of the revolving loan and term loan commitments, respectively. In addition, the term SOFR Adjustment has been deleted and the Facility Margin Level shall be 2.90% per annum.

On February 2, 2024, the Company amended the Asset Based Credit Facility and entered into the Amendment No. 2 to Credit and Security Agreement ("Amendment No. 2"). Amendment No. 2 increased the Asset Based Credit Facility Maximum Commitment from $400,000 to $800,000 which is comprised of $400,000 each of the revolving loan and term loan commitments, respectively.

Borrowings of the Borrower are non-recourse to the Company but are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

A summary of amounts outstanding and available under the Credit Facilities as of June 30, 2025 and December 31, 2024 was as follows:


Credit Facilities	Total Facility Commitment		Borrowings Outstanding		Available Amount(1)
Subscription Based Credit Facility – June 30, 2025	$	50,000	$	26,000	$	24,000
Asset Based Credit Facility – June 30, 2025	$	800,000	$	413,200	$	308,992
Subscription Based Credit Facility – December 31, 2024	$	200,000	$	—	$	200,000
Asset Based Credit Facility – December 31, 2024	$	800,000	$	400,000	$	207,527

(1)

The amount available considers any limitations related to the debt facility borrowing.

As of June 30, 2025 and December 31, 2024 borrowings under the Asset Based Credit Facility consisted of $400,000 and $400,000, respectively, of Term Loans and $13,200 and $0, respectively of revolving credit lines.

Credit Facilities (Continued)

Costs associated with the revolving credit lines are recorded as deferred financing costs on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the lives of the respective Credit Facilities. Costs associated with the Term Loan are recorded as a reduction of the Term Loan on the Company's Consolidated Statements of Assets and Liabilities and such costs are being amortized over the life of the Term Loan.

The Company incurred financing costs of $2,704 in connection with Amendment No. 2, of which $1,352 was recorded by the Company as deferred financing costs on its Consolidated Statements of Assets and Liabilities and $1,352 was recorded by the Company as a reduction of the Term Loan on its Consolidated Statements of Assets and Liabilities. The financing costs are being amortized over the term of the Asset Based Credit Facility.

As of June 30, 2025 and December 31, 2024, $441 and $1,150, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $317 and $1,081, respectively of deferred financing costs related to the Term Loan have yet to be amortized.

A reconciliation of amounts presented on the Company’s Consolidated Statements of Assets and Liabilities versus amounts outstanding on the Term Loan is as follows:


	As of June 30, 2025			As of December 31, 2024
Principal amount outstanding on Term Loan	$	400,000		$	400,000
Deferred financing costs		(317	)		(1,081	)
Term Loan (as presented on the Consolidated Statements of Assets and Liabilities)	$	399,683		$	398,919

The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of June 30, 2025 approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company performance; credit, market and liquidity risk and events; financial health of the Company; place in the capital structure; interest rate; and the respective credit agreement’s terms and conditions.

The summary information regarding the Credit Facilities for the three and six months ended June 30, 2025 was as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Credit Facilities interest expense	$	9,382		$	8,438		$	16,912		$	14,617
Undrawn commitment fees		285			488			707			1,176
Administrative fees		25			—			45			—
Amortization of deferred financing costs		814			852			1,655			1,562
Total	$	10,506		$	9,778		$	19,319		$	17,355
Weighted average interest rate		7.17	%		8.21	%		7.19	%		8.10	%
Average outstanding balance	$	517,563		$	406,486		$	467,729		$	356,791

Income Taxes

The Company has elected to be regulated as a BDC under the 1940 Act and has also elected to be treated as a RIC under the Code and has made such an election beginning with the taxable year ending December 31, 2022. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. Federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its Unitholders as dividends. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

Income Taxes (Continued)

Federal Income Taxes: It is the policy of the Company to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income and any net realized gains on investments to its shareholders. Therefore, no federal income tax provision is required.

As of June 30, 2025 and December 31, 2024, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes were as follows:


	June 30, 2025			December 31, 2024
Cost of investments for federal income tax purposes	$	1,319,455		$	1,040,123
Unrealized appreciation	$	15,837		$	8,619
Unrealized depreciation	$	(46,937	)	$	(18,798	)
Net unrealized depreciation on investments	$	(31,100	)	$	(10,179	)

The Company did not have any unrecognized tax benefits as of December 31, 2024, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; therefore, no interest or penalties were accrued.

Segment Reporting

The Company represents a single operating segment as the operating results of the Company are monitored as a whole and its long-term asset allocation is determined in accordance with the terms of its prospectus, based on defined investment objectives that is executed by the Company’s portfolio management team. The Company's Chief Financial Officer, serves as the Company’s chief operating decision maker (“CODM”), who acts in accordance with the Board's reviews and approvals. The CODM uses financial information, such as changes in members' capital from operations, changes in members' capital from Company share transactions, and income and expense ratios, consistent with that presented within the accompanying consolidated financial statements and financial highlights to assess the Company’s profits and losses and to make resource allocation decisions, such as the need to obtain additional funding or make distributions. Segment assets are reflected in the Company's Consolidated Statements of Assets and Liabilities as members' capital, which consists primarily of investments at fair value, and significant segment expenses are listed in the accompanying Consolidated Statements of Operations.

10.

Financial Highlights

Selected data for a unit outstanding throughout the six months ended June 30, 2025 and 2024 is presented below.


	For the six months ended June 30,
	2025(1)			2024(1)
Net Asset Value Per Unit (accrual base), Beginning of Period	$	96.87		$	98.95
Net Increase in Common Unitholder NAV from Prior Year(2)		—			0.17
Income from Investment Operations:
Net investment income		3.49			2.85
Net realized and unrealized loss		(1.66	)		(0.20	)
Total income from investment operations		1.83			2.65
Less Distributions:
From net investment income		(3.92	)		(3.12	)
Return of capital		—			(0.04	)
Total distributions		(3.92	)		(3.16	)
Net Asset Value Per Unit (accrual base), End of Period	$	94.78		$	98.61
Unitholder Total Return(3)(4)		3.30	%		6.52	%
Unitholder IRR before incentive fee(5)		13.52	%		15.95	%
Unitholder IRR(5)		11.66	%		13.67	%
Ratios and Supplemental Data:
Members’ Capital, end of period	$	823,570		$	543,337
Units outstanding, end of period		12,745,660			12,745,660
Ratios based on average net assets of Members’ Capital:
Ratio of total expenses to average net assets(6)		9.52	%		11.87	%
Expense recaptured (reimbursed) by Investment Advisor(4)		0.00	%		0.00	%
Ratio of net expenses to average net assets(7)		9.52	%		11.87	%
Ratio of financing cost to average net assets(4)		2.87	%		3.44	%
Ratio of net investment income before expense recapture to average net assets(6)		13.31	%		14.50	%
Ratio of net investment income to average net assets(6)		13.31	%		14.50	%
Ratio of incentive fees to average net assets(6)		1.23	%		2.38	%
Credit facility payable		439,200			435,000
Asset coverage ratio		2.88			2.25
Portfolio turnover rate(4)		11.02	%		11.54	%

(1)

Per unit data was calculated using the number of Units issued and outstanding as of June 30, 2025 and 2024.

(2)

Adjustment to NAV per Unit is attributable to the 734,300 Units and 1,302,300 Units issued on January 18, 2024 and March 19 2024, respectively, at $100 per Unit. See Note 1 in the financial statements.

(3)

The Total Return for the six months ended June 30, 2025 and 2024 was calculated by taking total income from investment operations for the period divided by the weighted average capital contributions from the Members during the period. The return does not reflect sales load and is net of management fees and expenses.

(4)

Annualized.

(5)

The Internal Rate of Return ("IRR") since inception for the Common Unitholders, after management fees, financing costs and operating expenses, but before incentive fees is 13.52%. The IRR since inception for the Common Unitholders, after management fees, financing costs and operating expenses, is 11.66% through June 30, 2025. The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Common Unitholders) and the net assets (residual value) of the Members’ Capital account at period end. The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.

(6)

Annualized except for organizational costs.

11.

Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements other than those described below.

On August 12, 2025, the Company's Board renewed the Advisory Agreement for an additional one-year term until September 15, 2026.

On August 12, 2025, the Company's Board renewed the Administration Agreement for an additional one-year term until September 15, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or future performance or financial condition of TCW Direct Lending VIII LLC. For simplicity, this report uses the terms “Company,” “we,” “us,” and “our” to refer to TCW Direct Lending VIII LLC and where appropriate in the context, its wholly-owned subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “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 are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

an economic downturn could disproportionately impact the companies which we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

a contraction of available credit could impair our ability to obtain leverage;

•

a decline in interest rates could adversely impact our results as all of our debt investments bear interest based on floating rates;

•

the impact of current global economic conditions, including those caused by inflation, an elevated interest rate environment and geopolitical events;

•

interest rate volatility could adversely affect our results, particularly to the extent we use leverage as part of our investment strategy;

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their financial and other business objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

the impact of changing market conditions and lending standards on our ability to compete with other industry participants, including other business development companies, private and public funds, individual and institutional investors, and financial institutions for investment opportunities;

•

an inability to replicate the historical success of any previously launched fund managed by the private credit team of our investment adviser, TCW Asset Management Company LLC (the “Adviser”, also the “Administrator”);

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital, and our ability to generate sufficient cash to pay our operating expenses;

•

the costs associated with being an entity registered with the Securities and Exchange Commission (“SEC”);

•

uncertainty surrounding global political and financial stability, including the liquidity of the banking industry and the risk of recession or a shutdown of government services;

•

changes or potential disruptions in our operations and the operations of our portfolio companies, the economy, financial markets or political environment, including those caused by tariffs and trade disputes with other countries, supply chain issues, inflation and an elevated interest rate environment;

•

risks associated with possible disruption in our operations, the operations of our portfolio companies or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, pandemics or cybersecurity incidents;

•

the loss of key personnel of the Adviser;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the TCW Group, Inc. to attract and retain highly talented professionals that can provide services to the Adviser and Administrator;

•

our ability to qualify and maintain our qualification as a regulated investment company, or “RIC,” under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) and the related tax implications;

•

the effect of legal, tax and regulatory changes; and

•

the other risks, uncertainties and other factors we identify in this quarterly report on Form 10-Q and under “Part I—Item 1A. Risk Factors” in the Form 10-K that we filed with the SEC on March 26, 2025.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward- looking statements based on those assumptions also could prove to 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. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are regulated under the 1940 Act as an investment company.

Overview

We were formed on September 3, 2020 as a limited liability company under the laws of the State of Delaware. We have conducted and expect to further conduct private offerings of our common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

We are an externally managed, closed-end, non-diversified management investment company. On July 22, 2021, we filed an election to be regulated as a BDC under the 1940 Act. We also filed an election to be treated for U.S. Federal income tax purposes as a RIC under Subchapter M of the Code and have made such an election beginning with the taxable year ending December 31, 2022. As a BDC and a RIC, we are required to comply with certain 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.

On May 27, 2021 (“Inception Date”), the we and issued 10 Common Units at an aggregate purchase price of $1.0 thousand to TCW Asset Management Company (“TAMCO”). On January 21, 2022, (the “Initial Closing Date”) we began accepting subscription agreements from investors for the private sale of our Units and we completed the first closing of the sale of our Units pursuant to which we sold 4,543,770 Units for an aggregate purchase price of $454.4 million. On July 8, 2022 we completed the second closing of the sale of our Units pursuant to which we sold 2,178,280 Common Units for an aggregate offering price of $217.8 million. On November 14, 2022, we completed the third closing of the sale of our Common Units pursuant to which we sold 642,500 Common Units for an aggregate offering price of $64.3 million

On January 6, 2023, our Board of Directors approved a 6-month extension of the period for which we may continue to accept subscription agreements and issue Units (the "Closing Period") from January 21, 2023 to July 21, 2023. On July 26, 2023, our Amended and Restated Limited Liability Company Agreement was amended to extend the Closing Period to be the twenty-four month period following our initial closing, until January 21, 2024 by a majority vote of our Unitholders.. On April 3, 2023, we completed the fourth closing of the sale of our Common Units pursuant to which we sold 1,025,550 Common Units for an aggregate offering price of $102.6 million. On July 24, 2023, we completed the fifth closing of the sale of our Common Units pursuant to which we sold

1,173,625 Common Units for an aggregate offering price of $117.4 million. On December 13, 2023, we completed the sixth closing of the sale of our Common Units pursuant to which we sold 1,145,325 Common Units for an aggregate offering price of $114.5 million. On January 18, 2024, we completed the seventh closing of the sale of our Common Units pursuant to which we sold 734,300 Common Units for an aggregate offering price of $73.4 million. On February 16, 2024, our Amended and Restated Limited Liability Company Agreement was amended such that the definition of the Closing Period was amended to be the twenty-six month period following the Initial Closing Date which ended on March 21, 2024. On March 19, 2024, we completed the final closing of the sale of our Common Units pursuant to which the Company sold 1,302,300 Common Units for an aggregate offering price of $130.2 million. As of June 30, 2025, we have sold 12,745,660 Units for an aggregate offering price of $1.3 billion. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit’s Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to subscription agreements entered into by us and each investor. Under the terms of the subscription agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days’ prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment.” All Units that are issued will be issued prior to the end of the Closing Period.

Our Commitment Period commenced on the Initial Closing Date and will end on February 1, 2026, which is the later of (a) January 21, 2026, four years from the Initial Closing Date and (b) February 1, 2026, four years from the date in which the Company first completed an investment. However, the Commitment Period is subject to termination upon the occurrence of Key Person Event defined as follows: A “Key Person Event” will occur if, during the Commitment Period, (i) Richard T. Miller and one or more Suzanne Grosso, Mark Gertzof and David Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the “Related Entities”); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition “Key Person Event” will be amended to take into account such successor.

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by the last sentence of this paragraph, the Commitment Period shall be automatically terminated upon such Key Person Event. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of temporary disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Unitholders of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company’s amended and restated Limited Liability Company Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of aggregate cumulative invested amounts.

We commenced operations during the first quarter of fiscal year 2022.

On May 13, 2022, we formed a wholly-owned subsidiary, TCW DL VIII Financing LLC, a single member Delaware limited liability company. On April 2, 2024, we formed a wholly-owned subsidiary, TCW DL HDR LLC, a single member Delaware limited liability company.

Revenues

We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. Our highly negotiated private investments include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, notes and other non-convertible debt securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias is towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of payment-in-kind ("PIK") interest features, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners indirectly in a company through an investment vehicle. While we invest primarily in U.S. companies, there are certain instances where we invest in companies domiciled elsewhere.

Expenses

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Administration Agreement and the Advisory Agreement.

We, and indirectly our Unitholders, bear all costs, expenses and liabilities, other than Adviser Operating Expenses (as defined below, and which shall be borne by the Adviser), in connection with our organization, operations, administration and transactions (“Company Expenses”). Company Expenses shall include, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and organizational expenses of a related entity organized and managed by the Adviser or an affiliate of the Adviser as a feeder fund for the Company and issuance of interests therein; (b) expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering our investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with our reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance our investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against us; (n) independent directors’ fees and expenses and the costs associated with convening a meeting of our board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our consolidated financial statements and tax returns; (r) our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to us; (u) compensation of other third party professionals to the extent they are devoted to preparing our consolidated financial statements or tax returns or providing similar “back office” financial services to us; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for us, monitoring our investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to us, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying our operating agreement (the “LLC Agreement”) or Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all

other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering our business.

However, we do not bear more than (a) an amount equal to 10 basis points of our aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units through the Closing Period (see “The Private Offering—Closing Period”) and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for Company Expenses (the “Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to us by the Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by us as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with our borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against us, out-of-pocket expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of our portfolio investments performed by our independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to us, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will we carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

“Adviser Operating Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including us, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator’s overhead in performing its obligations), in furtherance of providing supervisory investment management services for us. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), or with its compliance as a registered investment adviser thereunder.

All Adviser Operating Expenses and all our expenses that we do not bear, as set forth above, are borne by the Adviser or its affiliates.

In connection with our borrowings, our lenders require us to pledge assets, Commitments and/or the right to draw down on Commitments. In this regard, the Subscription Agreement contractually obligates each of our investors to fund their respective Commitments in order to pay amounts that may become due under any borrowings or other financings or similar obligations.

Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members’ Capital at the end of the period during which Units will be offered (the “Closing Period”). We will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (in aggregate, the “Commitments”) of the Company for organization and offering costs in connection with the offering of the Units through the Closing Period. Since inception, we have expensed $0.7 million in organizational costs, of which $0 was expensed during the three and six months ended June 30, 2025. Since inception, we have incurred $0.3 million of offering costs all of which were charged directly to Members’ Capital as of December 31, 2024.

Critical Accounting Policies and Estimates

Investments at Fair Value

The preparation of our consolidated financial statements requires us 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. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in

conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 3 to our consolidated financial statements for more information on our critical accounting policies.

Investments that we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board of Directors (the “Board”) based on similar instruments, internal assumptions and the weighting of the best available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the "valuation designee" with respect to the fair valuation of our portfolio securities, subject to oversight by and periodic reporting to the Board.

Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value:

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.

Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. An income method approach incorporating a weighted average cost of capital and discount rate, or a market method approach using prices and other relevant information generated by market transactions involving identical or comparable assets, is generally used to determine fair value, though some cases use an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), generally includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The Black-Scholes pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Income Recognition

Interest income and interest income paid-in-kind are recorded on an accrual basis unless doubtful of collection or the related investment is in default.

Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal 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. To maintain our tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though we have not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the three and six months ended June 30, 2025, PIK interest income earned was $4.3 million and $8.3 million, respectively, representing 10.2% and 10.9%, respectively, of investment income. For the three and six months ended June 30, 2024, PIK interest income earned was $2.7 million and $3.6 million, representing 7.4% and 5.5%, respectively, of investment income.

Realized gains and losses on investments are recorded on a specific identification basis. We typically receive a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

We may enter into certain intercreditor agreements that entitle us to the “last out” tranche of first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, we may receive a higher interest rate than the contractual stated interest rate as disclosed on our Consolidated Schedule of Investments.

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. We earn an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5—Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid 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. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Investment Activity

As of June 30, 2025, our portfolio consisted of 63 debt investments and nine equity investments. Based on fair values as of June 30, 2025, our portfolio was 99.3% invested in debt investments which were all senior secured term loans and revolving loans and 0.7% invested in equity investments which were warrants. A debt investment in one portfolio company was on non-accrual status as of June 30, 2025, representing 0.0% and 0.4% of our portfolio's fair value and cost, respectively.

As of December 31, 2024, our portfolio consisted of 50 debt investments and two equity investments. Based on fair values as of December 31, 2024, our portfolio was 100.0% invested in debt investments which were all senior secured term loans and revolving loans and 0.0% invested in equity investments which were warrants. A debt investment in one portfolio company was on non-accrual status as of December 31, 2024, representing 0.0% and 0.6% of our portfolio's fair value and cost, respectively.

The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of June 30, 2025:


Industry	Percent of Total Investments
Energy Equipment & Services		11	%
Containers & Packaging		9	%
Personal Care Products		9	%
Commercial Services & Supplies		8	%
Food Products		8	%
Specialty Retail		6	%
Hotels, Restaurants & Leisure		5	%
Leisure Facilities		4	%
Metals & Mining		4	%
Health Care Equipment & Supplies		4	%
Electrical Equipment		4	%
Automobile Components		4	%
Information Technology Services		3	%
Machinery		3	%
Household Durables		3	%
Ground Transportation		3	%
Professional Services		2	%
Construction & Engineering		2	%
Paper & Forest Products		2	%
Software		2	%
Transportation Infrastructure		2	%
Oil, Gas & Consumable Fuels		1	%
Technology Hardware, Storage and Peripherals		1	%
Total		100	%

Interest income including interest income paid-in-kind, was $41.8 million and $33.8 million for the three months ended June 30, 2025 and 2024, respectively.

Interest income including interest income paid-in-kind, was $76.0 million and $63.0 million for the six months ended June 30, 2025 and 2024, respectively.

Results of Operations

Our operating results for the three and six months ended June 30, 2025 and 2024 were as follows (dollar amounts in thousands):


	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Total investment income	$	41,867		$	36,165		$	76,222		$	66,072
Net expenses		16,596			17,086			31,777			29,748
Net investment income		25,271			19,079			44,445			36,324
Net realized (loss) gain on investments		(75	)		(3	)		(75	)		106
Net change in unrealized appreciation/(depreciation) on investments		(16,767	)		2,547			(21,029	)		(2,595	)
Net increase in Members’ Capital from operations	$	8,429		$	21,623		$	23,341		$	33,835

Total investment income

Total investment income for the three months ended June 30, 2025 and 2024 was $41.9 million and $36.2 million, respectively, and included other fee income of $0.1 million and $2.4 million, respectively. Total investment income for the six months ended June 30, 2025 and 2024 was $76.2 million and $66.1 million, respectively, and included other fee income of $0.2 million and $3.1 million, respectively. The increase in total investment income during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 was due to the increase in our portfolio of the number of debt investments, which increased to 63 as of June 30, 2025 compared to 47 as of June 30, 2024. The increase in interest income was partially offset by a decrease in

other fee income for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, which was primarily attributable to late closer fees received from investors purchasing Units during the closes which occurred during the three and six months ended June 30, 2024 that did not occur during the three and six months ended June 30, 2025.

Total Expenses

Expenses for the three and six months ended June 30, 2025 and 2024 were as follows (dollar amounts in thousands):


	For the three months ended June 30,				For the six months ended June 30,
	2025		2024		2025		2024
Expenses
Interest and credit facility expenses	$	10,506	$	9,778	$	19,319	$	17,355
Management fees		3,947		2,890		7,177		5,253
Incentive fees		1,488		3,795		4,119		5,968
Administrative fees		273		232		521		434
Professional fees		203		225		276		377
Directors’ fees		67		50		119		125
Organizational costs		—		2		—		20
Other expenses		112		116		246		218
Total expenses	$	16,596	$	17,088	$	31,777	$	29,750

Our total expenses for the three months ended June 30, 2025 and 2024 were $16.6 million and $17.1 million, respectively. Our total expenses include management fees attributed to the Adviser of $3.9 million and $2.9 million; and incentive fees of $1.5 million and $3.8 million for the three months ended June 30, 2025 and 2024, respectively.

Our total expenses for the six months ended June 30, 2025 and 2024 were $31.8 million and $29.8 million, respectively. Our total expenses include management fees attributed to the Adviser of $7.2 million and $5.3 million; and incentive fees of $4.1 million and $6.0 million for the three months ended June 30, 2025 and 2024, respectively.

Total expenses decreased for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to a decrease in incentive fees. Incentive fees decreased due to net realized and unrealized losses of $16.8 million during the three months ended June 30, 2025 compared to net realized and unrealized gains of $2.5 million during the three months ended June 30, 2024. The decrease in incentive fees was partially offset by an increase in credit facility interest expense which increased due to an increase in the average outstanding principal balance (partially offset by a decrease in the weighted average interest rate). Management fees also increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to an increase in the size of our portfolio of debt investments as previously described.

Total expenses increased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to increases in credit facility interest expense and management fees. Interest and credit facility expenses increased due to a higher average outstanding debt balance during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 which was partially offset by a decrease in the weighted average interest rate. Management fees increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the increase in the size of our portfolio of debt investments as previously described. The increase in credit facility interest expense and management fees was partially offset by a decrease of incentive fees. Incentive fees decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to net realized and unrealized losses of $21.1 million compared to net realized and unrealized losses of $2.6 million.

Net investment income

Net investment income for the three months ended June 30, 2025 and 2024 was $25.3 million and $19.1 million, respectively. Net investment income for the six months ended June 30, 2025 and 2024 was $44.4 million and $36.3 million, respectively. The increase in our net investment income during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily due to the increase in investment income coupled with a decrease to expenses, as described above. The increase in our net investment income during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to the increase in investment income partially offset by an increase to expenses, as described above.

Net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments

Our net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments for the three months ended June 30, 2025 and 2024 was ($16.8) million and $2.5 million, respectively. Our net change in unrealized appreciation/(depreciation) for the three months ended June 30, 2025 was primarily attributable to the following investments (dollar amounts in thousands):


Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
HOP Energy, LLC	Term Loan	$	(8,757	)
Superior Industries International, Inc.	Term Loan		(6,985	)
Signature Brands, LLC	Term Loan		(4,643	)
Jones Industrial Holdings, Inc.	Term Loan		(754	)
The HC Companies, Inc.	Term Loan		(630	)
Pallet Logistics of America, LLC	Term Loan		(510	)
CSAT Holdings LLC	Term Loan		(490	)
Five Star Buyer, Inc.	Term Loan		(482	)
Milk Makeup LLC	Term Loan		(414	)
Mark Andy, Inc.	Term Loan		480
HydroSource Logistics, LLC	3rd Amendment Term Loan		1,613
HydroSource Logistics, LLC	Warrant, expires 4/4/34		5,703
All others	Various		(898	)
Net change in unrealized appreciation/(depreciation)		$	(16,767	)

Our net change in unrealized appreciation/(depreciation) for the three months ended June 30, 2024 was primarily attributable to the following investments (dollar amounts in thousands):


Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
HOP Energy, LLC	Term Loan B	$	(2,133	)
Signature Brands, LLC	Term Loan		(1,015	)
Lenox Holdings, Inc.	Term Loan		(701	)
Triarc Tanks Bidco, LLC	Term Loan		(222	)
The HC Companies, Inc.	Term Loan		687
Florida Marine Transporters, LLC	Term Loan B		818
HydroSource Logistics, LLC	Term Loan		835
HydroSource Logistics, LLC	Warrant, expires 4/4/34		1,115
Baxters North America, Inc.	Term Loan		1,227
HOP Energy, LLC	Term Loan		1,974
All others	Various		(38	)
Net change in unrealized appreciation/(depreciation)		$	2,547

Our net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments for the six months ended June 30, 2025 and 2024 was ($21.0) million and ($2.6) million, respectively. Our net change in unrealized appreciation/(depreciation) for the six months ended June 30, 2025 was primarily attributable to the following investments (dollar amounts in thousands):


Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
HOP Energy, LLC	Term Loan	$	(8,952	)
Signature Brands, LLC	Term Loan		(8,947	)
Superior Industries International, Inc.	Term Loan		(7,075	)
The HC Companies, Inc.	Term Loan		(1,631	)
The HC Companies, Inc.	Incremental Term Loan		(971	)
Five Star Buyer, Inc.	Term Loan		(745	)
CSAT Holdings LLC	Term Loan		(636	)
Jones Industrial Holdings, Inc.	Term Loan		(574	)
Corcentric, Inc.	Term Loan		(469	)
Connect America.com, LLC	Last Out Term Loan		(400	)
Sigmatron International, Inc.	Term Loan		820
Follett Higher Education Group, Inc.	Term Loan		906
Mark Andy, Inc.	Term Loan		951
HydroSource Logistics, LLC	3rd Amendment Term Loan		1,613
HydroSource Logistics, LLC	Warrant, expires 4/4/34		6,533
All others	Various		(1,452	)
Net change in unrealized appreciation/(depreciation)		$	(21,029	)

Our net change in unrealized appreciation/(depreciation) for the six months ended June 30, 2024 was primarily attributable to the following investments (dollar amounts in thousands):


Issuer	Investment	Change in Unrealized Appreciation/ (Depreciation)
Signature Brands, LLC	Term Loan	$	(2,169	)
HOP Energy, LLC	Term Loan B		(2,133	)
Mark Andy, Inc.	Term Loan		(1,928	)
Follett Higher Education Group, Inc.	Term Loan		(1,178	)
Harvey Gulf Holdings, LLC	Term Loan B		(1,046	)
Hoffmaster Group, Inc.	Term Loan		(807	)
The HC Companies, Inc.	Term Loan		(634	)
Harvey Gulf Holdings, LLC	Term Loan A		(482	)
CG Buyer, LLC	Term Loan		402
RPM Purchaser, Inc.	Term Loan B		520
D&D Buyer, LLC	Term Loan		535
HOP Energy, LLC	Term Loan		780
HydroSource Logistics, LLC	Term Loan		835
Florida Marine Transporters, LLC	Term Loan B		1,031
HydroSource Logistics, LLC	Warrant, expires 4/4/34		1,115
Baxters North America, Inc.	Term Loan		1,288
All others	Various		1,276
Net change in unrealized appreciation/(depreciation)		$	(2,595	)

Net realized (loss)/gain on investments

During the three months ended June 30, 2025 and 2024 we recognized ($0.1) million and $(3.0) thousand, respectively, in realized (losses)/gains on investments. During the six months ended June 30, 2025 and 2024 we recognized ($0.1) million and $0.1 million, respectively, in realized (losses)/gains on investments. Our net realized loss during the three and six months ended June 30, 2025 was primarily due to the partial disposition of the HydroSource Logistics, LLC term loan. Our realized loss on investments for the three months ended June 30, 2024 was entirely attributable to the partial disposition of the Black Rock Coffee Holdings, LLC term loan. Our realized gain on investments for the six months ended June 30, 2024 was primarily attributable to the partial disposition of the Florida Marine Transporters, LLC term loan.

Net increase in Members’ Capital from operations

Our net increase in Members’ Capital from operations during the three months ended June 30, 2025 and 2024 was $8.4 million and $21.6 million, respectively. Our net increase in Members’ Capital from operations during the six months ended June 30, 2025 and 2024 was $23.3 million and $33.8 million, respectively.

The relative decrease in Net increase in Members' Capital from operations during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 is primarily attributable to higher net unrealized losses on investments during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 partially offset by increases in net investment income described above.

Financial Condition, Liquidity and Capital Resources

As of June 30, 2025, we have sold 12,745,660 Units for an aggregate offering price of $1.3 billion. We commenced operations during the three months ended March 31, 2022. We generate cash from (1) drawing down capital in respect of Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

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 expenses, the Management Fee, the Incentive Fee, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Unitholders.

As of June 30, 2025 and December 31, 2024, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):


	June 30, 2025			December 31, 2024
Commitments	$	1,274,566		$	1,274,566
Undrawn commitments	$	384,504		$	623,504
Percentage of commitments funded		69.8	%		51.1	%
Units		12,745,660			12,745,660

On March 8, 2022, we entered into a senior secured revolving credit facility (the “Subscription Based Credit Facility” fka the “March 2022 Credit Facility”) among us, as borrower, and PNC Bank, National Association, as administrative agent and committed lender (“PNC”). The Subscription Based Credit Facility provides for a revolving credit line of up to $200.0 million (the “Subscription Based Credit Facility Maximum Commitment”), subject to the lesser of (i) a percentage of unfunded commitments from certain classes of eligible investors in the Company (the “Subscription Based Credit Facility Borrowing Base”) and (ii) the Subscription Based Credit Facility Maximum Commitment. The Subscription Based Credit Facility has an initial commitment of $200.0 million and may be periodically increased in amounts designated by us, up to an aggregate amount of $400.0 million. The maturity date of the Subscription Based Credit Facility is March 7, 2025, unless such date is extended at our option for a term of up to 12 months per such extension. Borrowings under the Subscription Based Credit Facility bear interest at a rate equal to either (a) a base rate calculated in a customary manner (which will never be less than the adjusted SOFR rate plus 1.00%) plus 0.75% or (b) adjusted SOFR rate calculated in a customary manner plus 1.75%.

The Subscription Based Credit Facility is secured by a first priority security interest, subject to customary exceptions, in (i) all of the capital commitments of the investors in the Company, (ii) our right to make capital calls, receive payment of capital contributions from the investors and enforce payment of the capital commitments and capital contributions under our operating agreement and (iii) a cash collateral account into which the capital contributions from the investors are made. The Subscription Based Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should we fail to satisfy certain covenants. As of June 30, 2025, we were in compliance with such covenants.

On March 7, 2025 we entered into the first amendment to the Subscription Based Credit Facility (the “First Amendment to the Subscription Based Credit Facility”). The First Amendment to the Subscription Based Credit Facility increased the applicable margin from 1.75% to 2.10%, decreased the Subscription Based Credit Facility Maximum Commitment from $200,000 to $50,000 and extended the stated maturity date from March 7, 2025 to March 6, 2026.

On September 13, 2022, TCW DL VIII Financing LLC (the “Borrower” or “TCW DL VIII Financing”), a newly-formed, wholly-owned, special purpose financing subsidiary of ours entered into a senior secured credit facility (the “Asset Based Credit Facility” fka the “September 2022 Credit Facility” and together with the Subscription Based Credit Facility, the “Credit Facilities”) pursuant to a credit and security agreement with PNC, as facility agent, the lenders from time to time party thereto, U.S. Bank National Association, as custodian, and Alter Domus (US) LLC, as collateral agent and collateral administrator.

The Asset Based Credit Facility provides for an aggregate principal amount of up to $250.0 million of revolving and term loans (the “Asset Based Credit Facility Maximum Commitment”), subject to compliance with a borrowing base (the “Asset Based Credit Facility Borrowing Base”). The Asset Based Credit Facility Maximum Commitment may be periodically increased in amounts designated by the Borrower up to an aggregate principal amount of $800.0 million, subject to lender consent and obtaining commitments for the increase. Under the Asset Based Credit Facility, the Borrower may make borrowings of (i) revolving loans (the “Asset Based Revolving Credit Facility” and together with the Subscription Based Credit Facility, the “Revolving Credit Facilities”) during the period commencing September 13, 2022 and ending on September 13, 2025 and (ii) term loans (the “Term Loan”) during the period commencing September 13, 2022 and ending on September 13, 2023, unless, in the case of (i) and (ii), there is an earlier termination of the Asset Based Credit Facility or event of default thereunder. The Asset Based Credit Facility will mature on September 13, 2027. Borrowings under the Asset Based Credit Facility will bear interest at a fluctuating rate of interest per annum equal to, at the Borrower’s option, either (i) a SOFR reference rate plus the facility margin of 2.25% per annum or (ii) the Base Rate plus the facility margin of 2.25% per annum.

The Borrower’s obligations under the Asset Based Credit Facility are secured by a first priority security interest in all of the assets of the Borrower, including its portfolio of loans which will be contributed by us to the Borrower in exchange for 100% of the membership interest of the Borrower and any payments received in respect of such loans. We may contribute or sell to the Borrower additional loans from time to time after the closing date, which shall be pledged in favor of the lenders under the Asset Based Credit Facility.

On August 11, 2023, we amended the Asset Based Credit Facility and entered into the Amendment No. 1 to Credit and Security Agreement ("Amendment No. 1"). Amendment No. 1 increased the Asset Based Credit Facility Maximum Commitment from $250 million to $400 million which is comprised of $200 million each of the revolving loan and term loan commitments, respectively. In addition, the term SOFR Adjustment has been deleted and the Facility Margin Level shall be 2.90% per annum.

On February 2, 2024, we amended the Asset Based Credit Facility and entered into the Amendment No. 2 to Credit and Security Agreement ("Amendment No. 2"). Amendment No. 2 increased the Asset Based Credit Facility Maximum Commitment from $400 million to $800 million which is comprised of $400 million each of the revolving loan and term loan commitments, respectively.

Borrowings of the Borrower are non-recourse to us but are considered borrowings of ours for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

A summary of amounts outstanding and available under the Credit Facilities as of June 30, 2025 and December 31, 2024 was as follows (dollar amounts in thousands):


Credit Facilities	Total Facility Commitment		Borrowings Outstanding		Available Amount(1)
Subscription Based Credit Facility – June 30, 2025	$	50,000	$	26,000	$	24,000
Asset Based Credit Facility – June 30, 2025	$	800,000	$	413,200	$	308,992
Subscription Based Credit Facility – December 31, 2024	$	200,000	$	—	$	200,000
Asset Based Credit Facility – December 31, 2024	$	800,000	$	400,000	$	207,527

(1)

The amount available considers any limitations related to the debt facility borrowing.

As of June 30, 2025 and December 31, 2024 borrowings under the Asset Based Credit Facility consisted of $400.0 million and $400.0 million, respectively, of Term Loans and $13.2 million and $0, respectively of revolving credit lines.

Costs associated with the the revolving credit lines are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and such costs are being amortized over the lives of the respective Credit Facilities. Costs associated with the Term Loan are recorded as a reduction of the Term Loan on the our Consolidated Statements of Assets and Liabilities and such costs are being amortized over the life of the Term Loan.

We incurred financing costs of $2.7 million in connection with Amendment No. 2, of which $1.3 million was recorded by us as deferred financing costs on our Consolidated Statements of Assets and Liabilities and $1.3 million was recorded by us as a reduction of the Term Loan on our Consolidated Statements of Assets and Liabilities. The financing costs are being amortized over the term of the Asset Based Credit Facility.

As of June 30, 2025 and December 31, 2024, $0.4 million and $1.2 million, respectively of deferred financing costs related to the revolving credit lines had yet to be amortized and $0.3 million and $1.1 million, respectively of deferred financing costs related to the Term Loan have yet to be amortized.

The carrying amount of the Credit Facilities, which is categorized as Level 2 within the fair value hierarchy as of June 30, 2025 approximates its fair value. Valuation techniques and significant inputs used to determine fair value include our performance; credit, market and liquidity risk and events; our financial health; place in the capital structure; interest rate; and the respective credit agreement’s terms and conditions.

The summary information regarding the Credit Facilities for the three and six months ended June 30, 2025 and 2024 was as follows (dollar amounts in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Credit Facilities interest expense	$	9,382		$	8,438		$	16,912		$	14,617
Undrawn commitment fees		285			488			707			1,176
Administrative fees		25			—			45			—
Amortization of deferred financing costs		814			852			1,655			1,562
Total	$	10,506		$	9,778		$	19,319		$	17,355
Weighted average interest rate		7.17	%		8.21	%		7.19	%		8.10	%
Average outstanding balance	$	517,563		$	406,486		$	467,729		$	356,791

We had the following unfunded commitments and unrealized depreciation by investment as of June 30, 2025 and December 31, 2024 (dollar amounts in thousands):


		June 30, 2025				December 31, 2024
Unfunded Commitments	Maturity/ Expiration	Amount		Unrealized Depreciation		Amount		Unrealized Depreciation
All Day Acquisitionco LLC (24 Hour Fitness)	April 2030	$	6,195	$	102	$	—	$	—
Black Rock Coffee Holdings, LLC	March 2026		7,537		—		9,918		—
CF Newco, Inc.	December 2029		527		5		527		5
CG Buyer, LLC	July 2025		3,252		26		3,252		7
Comprehensive Logistics Co., LLC	March 2026		1,329		27		2,657		56
CSAT Holdings LLC	June 2028		1,836		66		2,885		52
D&D Buyer, LLC	October 2025		—		—		2,653		—
D&D Buyer, LLC	October 2028		1,916		—		2,076		—
Fenix Intermediate LLC	March 2027		11,607		499		11,607		395
Five Star Buyer, Inc.	February 2028		1,517		97		1,517		47
Great Kitchens Food Company, Inc.	May 2029		6,902		28		6,902		55
Harvey Gulf Holdings, LLC	February 2030		11,704		—		—		—
Hoffmaster Group, Inc.	February 2028		2,096		—		2,096		6
HOP Energy, LLC	December 2027		371		—		—		—
HydroSource Logistics, LLC	April 2029		475		—		1,329		—
Milk Makeup LLC	March 2030		4,554		132		—		—
Pallet Logistics of America, LLC	November 2026		1,514		51		1,514		30
Pallet Logistics of America, LLC	November 2029		2,271		77		3,027		61
Red Robin International, Inc.	March 2027		2,317		—		752		22
RPM Purchaser, Inc.	September 2025		3,667		—		3,667		—
Signature Brands, LLC	March 2025		—		—		3,654		350
Signature Brands, LLC	November 2026		3,959		—		—		—
Superior Industries International, Inc.	June 2026		2,439		—		—		—
Viva 5 Group, LLC	May 2030		5,418		108		—		—
VoltaGrid, LLC	February 2029		—		—		2,995		24
Total		$	83,403	$	1,218	$	63,028	$	1,110


Delaware	86-3307898
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)


200 Clarendon Street, Boston, MA	02116
(Address of Principal Executive Offices)	(Zip Code)


Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒


		PAGE
	INDEX	NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Schedule of Investments as of June 30, 2025 (unaudited) and December 31, 2024	3
	Consolidated Statements of Assets and Liabilities as of June 30, 2025 (unaudited) and December 31, 2024	14
	Consolidated Statement of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)	15
	Consolidated Statement of Changes in Members’ Capital for the three and six months ended June 30, 2025 and 2024 (unaudited)	16
	Consolidated Statement of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)	18
	Notes to Consolidated Financial Statements (unaudited)	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	57
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
SIGNATURES		61


	Interest Income			Interest Expense			Net Investment Income (Loss)
Up 300 basis points	$	39,174		$	13,359		$	25,815
Up 200 basis points		26,116			8,906			17,210
Up 100 basis points		13,058			4,453			8,605
Down 100 basis points		(12,785	)		(4,453	)		(8,332	)
Down 200 basis points		(25,351	)		(8,906	)		(16,445	)
Down 300 basis points		(32,742	)		(13,359	)		(19,383	)


3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021)

3.2	Limited Liability Company Agreement, dated March 9, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021)

3.3	Amended and Restated Limited Liability Company Agreement, dated January 21, 2022 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022)

3.4	Amendment to Amended and Restated Limited Liability Company Agreement, dated July 26, 2023 (incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 3, 2023)

3.5	Amendment No. 2 to Amended and Restated Limited Liability Company Agreement, dated January 6, 2023 (incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 27, 2024)

3.6	Amendment No. 3 to Amended and Restated Limited Liability Company Agreement, dated July 26, 2023 (incorporated by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 3, 2023)

3.7	Amendment No. 4 to Amended and Restated Limited Liability Company Agreement, dated February 16, 2024 (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 22, 2024)

10.1	Investment Advisory and Management Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022)

10.2	Administration Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on form 10-K/A filed on April 28, 2022)

10.3	Revolving Credit Agreement, dated as of March 8, 2022, among TCW Direct Lending VIII LLC, as borrower, and PNC Bank National Association, as Administrative Agent (incorporated by reference from the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 14, 2022)

10.4	Credit and Security Agreement, dated as of September 13, 2022, by and among TCW DL VIII Financing LLC, as Borrower, the Lenders from time to time party thereto; PNC Bank, National Association, as Facility Agent, U.S. Bank National Association, as Custodian and Alter Domus (US) LLC, as Collateral Agent and Collateral Administrator (incorporated by reference from the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 19, 2022).

10.5	Amendment No. 1 to Credit and Security Agreement, dated as of August 11, 2023, by and among TCW DL VIII Financing LLC, as Borrower, the Lenders from time to time party thereto; PNC Bank, National Association, as Facility Agent, U.S. Bank National Association, as Custodian and Alter Domus (US) LLC, as Collateral Agent and Collateral Administrator (incorporated by reference to Exhibit 10.5 the Company's Quarterly Report on form 10-Q filed on November 8, 2023)

10.6	Amendment No. 2 to Credit and Security Agreement, dated as of February 2, 2024, by and among TCW DL VIII Financing LLC, as Borrower, the Lenders from time to time party thereto; PNC Bank, National Association, as Facility Agent, U.S. Bank National Association, as Custodian and Alter Domus (US) LLC, as Collateral Agent and Collateral Administrator (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 27, 2024)

10.7	First Amendment to Revolving Credit Agreement dated as of March 7, 2025, by and among TCW Direct Lending VIII LLC, as Borrower, PNC Bank National Association as administrative agent for the Lenders (in such capacity, the Administrative Agent), and the Committed Lenders, Conduit Lenders, and Funding Agents (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2025).


31.1*	Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1*	Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


	TCW DIRECT LENDING VIII LLC
Date: August 12, 2025	By:	/s/ Richard T. Miller
		Richard T. Miller
		President


Date: August 12, 2025	By:	/s/ Andrew J. Kim
		Andrew J. Kim
		Chief Financial Officer

OR

For the transition period from to

Commission file number 814-01420

(Exact Name of Registrant as Specified in Its Charter)

200 Clarendon Street, Boston, MA

02116

Registrant’s Telephone Number, Including Area Code: (617) 936-2275

Not applicable

Securities registered pursuant to Section 12(b) of the Act.

Not applicable

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited)

As of June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Unaudited) (Continued)

As of June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments

As of December 31, 2024

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

TCW DIRECT LENDING VIII LLC

Consolidated Schedule of Investments (Continued)

As of December 31, 2024

TCW DIRECT LENDING VIII LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Operations (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Changes in Members’ Capital (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025

TCW DIRECT LENDING VIII LLC

Consolidated Statement of Cash Flows (Unaudited)

(Dollar amounts in thousands, except unit data)

June 30, 2025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits.

President

Chief Financial Officer