v3.25.4
DEBT
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
DEBT

(6) DEBT

The Company’s outstanding debt obligations were as follows:

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Aggregate
Principal
Committed

 

 

Outstanding
Principal

 

 

Unused
Portion

 

 

Aggregate
Principal
Committed

 

 

Outstanding
Principal

 

 

Unused
Portion

 

ING Facility(1)

$

1,350,000

 

 

$

254,537

 

 

$

1,094,850

 

 

$

1,350,000

 

 

$

313,352

 

 

$

1,036,036

 

Wells Funding Facility

 

900,000

 

 

 

497,250

 

 

 

402,750

 

 

 

900,000

 

 

 

381,250

 

 

 

518,750

 

CBNA Funding Facility

 

375,000

 

 

 

225,000

 

 

 

150,000

 

 

 

375,000

 

 

 

93,750

 

 

 

281,250

 

JPM Funding Facility

 

1,200,000

 

 

 

744,073

 

 

 

455,927

 

 

 

1,200,000

 

 

 

614,073

 

 

 

585,927

 

Series A 2026 Notes(2)

 

 

 

 

 

 

 

 

 

 

204,000

 

 

 

204,000

 

 

 

 

Series A 2028 Notes(2)

 

146,000

 

 

 

146,000

 

 

 

 

 

 

146,000

 

 

 

146,000

 

 

 

 

Series B 2026 Notes(3)

 

107,000

 

 

 

107,000

 

 

 

 

 

 

107,000

 

 

 

107,000

 

 

 

 

Series B 2028 Notes(3)

 

128,000

 

 

 

128,000

 

 

 

 

 

 

128,000

 

 

 

128,000

 

 

 

 

Series C 2027 Notes(4)

 

136,500

 

 

 

136,500

 

 

 

 

 

 

136,500

 

 

 

136,500

 

 

 

 

Series C 2029 Notes(4)

 

163,500

 

 

 

163,500

 

 

 

 

 

 

163,500

 

 

 

163,500

 

 

 

 

Series D 2027 Notes(5)

 

100,000

 

 

 

100,000

 

 

 

 

 

 

100,000

 

 

 

100,000

 

 

 

 

Series D 2029 Notes(5)

 

200,000

 

 

 

200,000

 

 

 

 

 

 

200,000

 

 

 

200,000

 

 

 

 

2030 Notes(6)

 

300,000

 

 

 

300,000

 

 

 

 

 

 

300,000

 

 

 

300,000

 

 

 

 

2028 Notes(7)

 

300,000

 

 

 

300,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

5,406,000

 

 

$

3,301,860

 

 

$

2,103,527

 

 

$

5,310,000

 

 

$

2,887,425

 

 

$

2,421,963

 

 

(1)
As of December 31, 2025 and December 31, 2024, letters of credit of $613 and $613, respectively, were outstanding, which reduced the unused availability under the ING Facility by the same amount. Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 12,216 and 12,216. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Canadian dollars (CAD) of 5,800 and 2,800, respectively. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in British Pound (GBP) of 2,200 and 2,200, respectively.
(2)
The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $0 and $849, respectively, as of December 31, 2025 and $888 and $1,014, respectively, as of December 31, 2024.
(3)
The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $255 and $773, respectively, as of December 31, 2025 and $655 and $1,055, respectively, as of December 31, 2024.
(4)
The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $534 and $1,075, respectively, as of December 31, 2025 and $985 and $1,406, respectively, as of December 31, 2024.
(5)
The carrying value of the Company’s Series D 2027 Notes and Series D 2029 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $610 and $1,651, respectively, as of December 31, 2025 and $993 and $2,110, respectively, as of December 31, 2024.
(6)
The carrying value of the Company’s 2030 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $3,080, as of December 31, 2025 and $3,721, as of December 31, 2024.
(7)
The carrying value of the Company’s 2028 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $3,488 as of December 31, 2025.

 

 

For the Year Ended

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Combined weighted average interest rate (1)

 

6.94

%

 

 

8.04

%

 

 

7.72

%

Combined weighted average effective interest rate(2)

 

7.44

%

 

 

8.51

%

 

 

8.19

%

Combined weighted average debt outstanding

$

3,079,014

 

 

$

1,811,974

 

 

$

844,373

 

 

(1)
Excludes unused commitment fees, amortization of financing costs, accretion of original issue discount and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.
(2)
Excludes unused commitment fees.

As of December 31, 2025, and December 31, 2024, the Company was in compliance with all covenants and other requirements of each of the credit facilities, debt securitizations and each of the respective unsecured notes.

ING Facility

On February 1, 2022, the Company initially entered into a senior secured revolving credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ING Facility”) with the Company, as borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation, MUFG Union Bank, N.A., and Truist Securities, Inc. as joint lead arrangers, and the lenders from time to time party thereto. Pursuant to the ING Facility, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $1,350,000, subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Facility may be increased to $2,025,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders

may, at their option, agree to provide additional financing. The availability period of the ING Facility will terminate on July 15, 2028 and will mature on July 15, 2029.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the ING Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by The Wall Street Journal, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month SOFR plus 1% per annum) plus 0.875%, and (y) for loans for which the Company elects the SOFR option, the applicable SOFR rate for the related interest period for such borrowing plus 1.875% per annum. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the ING Facility.

The summary information of the ING Facility is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

13,022

 

 

$

9,706

 

 

$

10,612

 

Facility unused commitment fees

 

 

4,338

 

 

 

3,769

 

 

 

2,901

 

Amortization of deferred financing costs

 

 

2,111

 

 

 

1,666

 

 

 

1,208

 

Total

 

$

19,471

 

 

$

15,141

 

 

$

14,721

 

Weighted average interest rate

 

 

6.11

%

 

 

7.05

%

 

 

6.46

%

Weighted average effective interest rate

 

 

7.10

%

 

 

8.25

%

 

 

7.19

%

Weighted average outstanding balance

 

$

210,136

 

 

$

135,437

 

 

$

162,063

 

 

Wells Funding Facility

On June 29, 2022, the Company initially entered into (i) a contribution agreement (the “Wells Contribution Agreement”) with Financing SPV, pursuant to which the Company contributed to Financing SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a loan and servicing agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement” and, together with the Wells Contribution Agreement, the “Wells Agreements”) with Financing SPV, as the borrower, Wells Fargo Bank, National Association (“Wells”), as the administrative agent and swingline lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian, pursuant to which Wells has agreed to extend credit to Financing SPV in an aggregate principal amount up to $900,000 at any one time outstanding (the “Wells Funding Facility”) and (iii) various supporting documentation, including an account control agreement.

The obligations of Financing SPV under the Wells Funding Facility are secured by all of the assets held by Financing SPV, including the Loans contributed or transferred by the Company to Financing SPV. The Wells Funding Facility is a revolving funding facility with a reinvestment period ending September 12, 2028 and a final maturity date of September 12, 2030. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the Wells Funding Facility are available in US dollars, pound sterling, Euros or Canadian dollars, or Australian dollars, and subject to certain exceptions, the interest charged on the Wells Funding Facility is based on Daily Simple SOFR (Dollar), SONIA (GBP), EURIBOR (Euros), CORRA (Canadian dollars), BBSY (Australian dollars) or as applicable (or, if any such reference rate is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 1.50%), as applicable), plus a margin equal to 1.90%. SONIA, EURIBOR, CORRA and BBSY are subject to a floor of zero. Under the Wells Agreements, the Company and Financing SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Servicing Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing Wells, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Wells Funding Facility.

The summary information of the Wells Funding Facility is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

23,270

 

 

$

19,958

 

 

$

21,912

 

Facility unused commitment fees

 

 

4,769

 

 

 

6,093

 

 

 

3,035

 

Amortization of deferred financing costs

 

 

2,178

 

 

 

1,768

 

 

 

1,346

 

Total

 

$

30,217

 

 

$

27,819

 

 

$

26,293

 

Weighted average interest rate

 

 

6.42

%

 

 

7.41

%

 

 

7.68

%

Weighted average effective interest rate

 

 

7.02

%

 

 

8.07

%

 

 

8.15

%

Weighted average outstanding balance

 

$

357,450

 

 

$

264,803

 

 

$

281,406

 

 

CBNA Funding Facility

On September 12, 2023, the Company entered into (i) a contribution agreement (the “CBNA Contribution Agreement”) with Financing II SPV, pursuant to which the Company will contribute to Financing II SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a loan and security agreement (the “Loan and Security Agreement” and, together with the CBNA Contribution Agreement, the “CBNA Agreements”) with Financing II SPV, as the borrower, Citizens Bank, N.A. (“CBNA”), as the facility agent, the lenders party thereto (collectively, the

“Lenders”), the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian, pursuant to which the Lenders have agreed to extend credit to Financing II SPV in an aggregate principal amount of up to $375,000 at any one time outstanding (which aggregate amounts may be increased to a maximum of $750,000, subject to certain conditions set forth in the Loan and Security Agreement) (the “CBNA Funding Facility”) and (iii) various supporting documentation, including an account control agreement.

The obligations of Financing II SPV under the CBNA Funding Facility are secured by all of the assets held by Financing II SPV, including the Loans contributed or transferred by the Company to Financing II SPV. The CBNA Funding Facility is a revolving funding facility with a reinvestment period ending July 10, 2027 and a final maturity date of July 10, 2029. Advances under the CBNA Funding Facility are available in US dollars, and subject to certain exceptions, the interest charged on the CBNA Funding Facility is based on Term SOFR (or, if such reference rate is not available, a benchmark replacement or a “base rate” (which is the greatest of the Daily SOFR Rate, a prime rate, and the federal funds rate plus 0.50%), as applicable), plus a margin equal to (i) 2.25% during the reinvestment period or (ii) 2.90% after the reinvestment period. Term SOFR is subject to a floor of zero. Under the CBNA Agreements, the Company and Financing II SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Security Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing CBNA, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the CBNA Funding Facility.

The summary information of the CBNA Funding Facility is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023
(1)

 

Borrowing interest expense

 

$

12,113

 

 

$

5,238

 

 

$

304

 

Facility unused commitment fees

 

 

965

 

 

 

1,419

 

 

 

668

 

Amortization of deferred financing costs

 

 

1,096

 

 

 

900

 

 

 

214

 

Total

 

$

14,174

 

 

$

7,557

 

 

$

1,186

 

Weighted average interest rate

 

 

6.47

%

 

 

7.53

%

 

 

8.18

%

Weighted average effective interest rate

 

 

7.06

%

 

 

8.82

%

 

 

9.16

%

Weighted average outstanding balance

 

$

184,572

 

 

$

68,428

 

 

$

12,070

 

 

JPM Funding Facility

On July 15, 2024, following the consummation of the SLIC Acquisition, the Company became party to and assumed SLIC’s obligations under the Amended and Restated Loan and Security Agreement, initially dated as of November 24, 2021 (as amended, the “JPM Funding Facility”), among SLIC Financing SPV, the Company, as successor by merger to SLIC, as parent and servicer, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, JP Morgan Chase Bank, N.A., as administrative agent (“JPM”), the lenders party thereto, and the issuing banks party thereto. Pursuant to the JPM Facility, JPM has agreed to extend credit to SLIC Financing SPV in an aggregate principal amount, as of December 31, 2025, of up to $1,200,000 at any one time outstanding.

The JPM Funding Facility is a revolving funding facility with a reinvestment period ending September 15, 2028 (or upon the occurrence of certain events as specified therein) and a final maturity date of September 15, 2030. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. As of December 31, 2025, the interest charged on the JPM Funding Facility is based on SOFR (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), Daily Simple RFR, EURIBOR, Adjusted Term CORRA, or the AUD Screen Rate, as applicable, plus a margin of 1.90%, as set forth in the JPM Funding Facility. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the JPM Funding Facility.

The summary information of the JPM Funding Facility is as follows:

 

 

 

For the Year Ended

 

 

December 31,
2025

 

 

December 31,
2024
(1)

 

 

December 31,
2023

Borrowing interest expense

 

$

49,625

 

 

$

19,039

 

 

N/A

Facility unused commitment fees

 

 

3,283

 

 

 

2,262

 

 

N/A

Amortization of deferred financing costs

 

 

2,524

 

 

 

1,178

 

 

N/A

Total

 

$

55,432

 

 

$

22,479

 

 

N/A

Weighted average interest rate

 

 

6.36

%

 

 

7.18

%

 

N/A

Weighted average effective interest rate

 

 

6.68

%

 

 

7.63

%

 

N/A

Weighted average outstanding balance

 

$

769,692

 

 

$

561,414

 

 

N/A

 

(1)
For the year ended December 31, 2024, calculated for the period from July 15, 2024 through December 31, 2024.

The Series A 2026 Notes and the Series A 2028 Notes

On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the “March 2023 NPA”) governing the issuance of (i) $204,000 in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the “Series A 2026 Notes”) and (ii) $146,000 in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the “Series A 2028 Notes” and, together with the Series A 2026 Notes, the “Series A Notes”) to certain qualified institutional investors in a private placement.

The Series A Notes were delivered and paid for on March 16, 2023, subject to certain customary closing conditions. The Series A 2026 Notes have a fixed interest rate of 8.10% per year and will mature on March 16, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. The Series A 2028 Notes have a fixed interest rate of 8.13% per year and will mature on March 16, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. Interest on the Series A Notes is due semiannually in March and September of each year. Subject to the terms of the March 2023 NPA, the Company may redeem the Series A 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2025, a make-whole premium, and the Company may redeem the Series A 2028 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2027, a make-whole premium. The Company’s obligations under the March 2023 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series A Notes.

In connection with the Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series A 2026 Notes, the Company receives a fixed interest rate of 8.10% per annum and pays a floating interest rate of SOFR + 6.96% per annum on $204,000 notional amount of the Series A 2026 Notes. Under the interest rate swap agreement related to the Series A 2028 Notes, the Company receives a fixed interest rate of 8.13% per annum and pays a floating interest rate of SOFR + 4.88% per annum on $146,000 notional amount of the Series A 2028 Notes. The interest rate swaps related to the Series A 2026 Notes and Series A 2028 Notes mature on March 16, 2026 and March 16, 2028, respectively. The interest expense related to the Series A Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the interest rate swap had a fair value of $(477) related to the Series A 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of "accrued expenses and other liabilities" or "prepaid expenses and other assets" on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series A 2028 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated the interest rate swap on the Series A 2028 Notes as the hedging instrument in a qualifying hedge accounting relationship.

The Series A 2026 Notes were redeemed in full by the Company pursuant to the March 2023 NPA on December 17, 2025. The interest rate swap in relation to the Series A 2026 Notes was terminated in conjunction with the repayment of the Series A 2026 Notes.

The summary information of the Series A 2026 Notes is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

16,053

 

 

$

17,282

 

 

$

13,082

 

Amortization of debt issuance costs

 

 

736

 

 

 

739

 

 

 

593

 

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

 

 

1,110

 

 

 

(15

)

 

N/A

 

Total

 

$

17,899

 

 

$

18,006

 

 

$

13,675

 

Stated interest rate

 

 

8.10

%

 

 

8.10

%

 

 

8.10

%

Weighted average effective interest rate

 

 

9.13

%

 

 

8.47

%

 

 

8.10

%

 

The summary information of the Series A 2028 Notes is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

12,020

 

 

$

12,493

 

 

$

9,397

 

Amortization of debt issuance costs

 

 

316

 

 

 

318

 

 

 

260

 

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

 

 

639

 

 

 

6

 

 

N/A

 

Total

 

$

12,975

 

 

$

12,817

 

 

$

9,657

 

Stated interest rate

 

 

8.13

%

 

 

8.13

%

 

 

8.13

%

Weighted average effective interest rate

 

 

8.89

%

 

 

8.56

%

 

 

8.13

%

 

The Series B 2026 Notes and the Series B 2028 Notes

On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the “August 2023 NPA”) governing the issuance of $107,000 in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the “Series B 2026 Notes”) and the issuance of $128,000 in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the “Series B 2028 Notes” and, together with the Series B 2026 Notes, collectively, the “Series B Notes”) to certain qualified institutional investors in a private placement. The Series B Notes were delivered and paid for on August 10, 2023, subject to certain customary closing conditions.

The Series B 2026 Notes have a fixed interest rate of 8.84% per year and the Series B 2028 Notes have a fixed interest rate of 8.88% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the August 2023 NPA) or a Secured Debt Ratio Event (as defined in the August 2023 NPA) occurs. The Series B 2026 Notes will mature on August 10, 2026 and the Series B 2028 Notes will mature on August 10, 2028, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the August 2023 NPA. Interest on the Series

B Notes is due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series B Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2023 NPA, the Company may redeem the Series B Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series B 2026 Notes are redeemed on or before May 10, 2026 or the Series B 2028 Notes are redeemed on or before May 10, 2028, a make-whole premium. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series B Notes.

In connection with the Series B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series B 2026 Notes, the Company receives a fixed interest rate of 8.84% per annum and pays a floating interest rate of SOFR + 6.12% per annum on $107,000 notional amount of the Series B 2026 Notes. Under the interest rate swap agreement related to the Series B 2028 Notes, the Company receives a fixed interest rate of 8.88% per annum and pays a floating interest rate of SOFR + 5.56% per annum on $128,000 notional amount of the Series B 2028 Notes. The interest rate swaps related to the Series B 2026 Notes and Series B 2028 Notes mature on August 10, 2026 and August 10, 2028, respectively. The interest expense related to the Series B Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the interest rate swaps had a fair value of $(578) and $(365), respectively, related to the Series B 2026 Notes and Series B 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of "accrued expenses and other liabilities" or "prepaid expenses and other assets" on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series B Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The change in fair value of the interest rate swap on the Series B 2026 Notes is included as a component of interest expense and other financing on the Consolidated Statements of Operations. The interest rate swap on the Series B 2026 Notes does not qualify for hedge accounting treatment.

The summary information of the Series B 2026 Notes is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

9,557

 

 

$

9,878

 

 

$

3,705

 

Amortization of debt issuance costs

 

 

414

 

 

 

409

 

 

 

155

 

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

 

 

311

 

 

 

(3

)

 

N/A

 

Total

 

$

10,282

 

 

$

10,284

 

 

$

3,860

 

Stated interest rate

 

 

8.84

%

 

 

8.84

%

 

 

8.84

%

Weighted average effective interest rate

 

 

9.61

%

 

 

9.23

%

 

 

8.84

%

 

The summary information of the Series B 2028 Notes is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

11,501

 

 

$

11,917

 

 

$

4,452

 

Amortization of debt issuance costs

 

 

294

 

 

 

293

 

 

 

111

 

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

 

 

580

 

 

 

11

 

 

N/A

 

Total

 

$

12,375

 

 

$

12,221

 

 

$

4,563

 

Stated interest rate

 

 

8.88

%

 

 

8.88

%

 

 

8.88

%

Weighted average effective interest rate

 

 

9.67

%

 

 

9.31

%

 

 

8.88

%

 

The Series C 2027 Notes and the Series C 2029 Notes

On December 1, 2023, the Company entered into the First Supplement, dated as of December 1, 2023 (the “First Supplement”), to the August 2023 NPA (as supplemented by the First Supplement, the “December 2023 NPA”) governing the issuance of $136,500 in aggregate principal amount of Series C Senior Notes, Tranche A, due March 1, 2027 (the “Series C 2027 Notes”) and the issuance of $163,500 in aggregate principal amount of Series C Senior Notes, Tranche B, due March 1, 2029 (the “Series C 2029 Notes” and, together with the Series C 2027 Notes, collectively, the “Series C Notes”) to certain qualified institutional investors in a private placement. The Series C Notes were delivered and paid for on December 1, 2023, subject to certain customary closing conditions.

The Series C 2027 Notes have a fixed interest rate of 8.92% per year and the Series C 2029 Notes have a fixed interest rate of 9.07% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the December 2023 NPA) or a Secured Debt Ratio Event (as defined in the December 2023 NPA) occurs. The Series C 2027 Notes will mature on March 1, 2027 and the Series C 2029 Notes will mature on March 1, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the December 2023 NPA. Interest on the Series C Notes is due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series C Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the December 2023 NPA, the Company may redeem the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series C 2027 Notes are redeemed on or before December 1, 2026

or the Series C 2029 Notes are redeemed on or before December 1, 2028, a make-whole premium. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series C Notes.

In connection with the Series C Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series C 2027 Notes, the Company receives a fixed interest rate of 8.92% per annum and pays a floating interest rate of SOFR + 4.49% per annum on $136,500 notional amount of the Series C 2027 Notes. Under the interest rate swap agreement related to the Series C 2029 Notes, the Company receives a fixed interest rate of 9.07% per annum and pays a floating interest rate of SOFR + 4.77% per annum on $163,500 notional amount of the Series C 2029 Notes. The interest rate swaps related to the Series C 2027 Notes and Series C 2029 Notes mature on March 1, 2027 and March 1, 2029, respectively. The interest expense related to the Series C Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the interest rate swaps had a fair value of $1,481 and $4,128, respectively, related to the Series C 2027 Notes and Series C 2029 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of “accrued expenses and other liabilities” or “prepaid expenses and other assets” on the Company's Consolidated Statements of Financial Condition. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the Series C Notes, with the remaining difference included as a component of interest expense and other financing on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series C 2027 Notes is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

12,055

 

 

$

13,419

 

 

$

1,193

 

Amortization of debt issuance costs

 

 

458

 

 

 

458

 

 

 

37

 

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

 

 

(289

)

 

 

205

 

 

 

(260

)

Total

 

$

12,224

 

 

$

14,082

 

 

$

970

 

Stated interest rate

 

 

8.92

%

 

 

8.92

%

 

 

8.92

%

Weighted average effective interest rate

 

 

8.96

%

 

 

9.83

%

 

 

8.92

%

 

The summary information of the Series C 2029 Notes is as follows:

 

 

 

For the Year Ended

 

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

 

Borrowing interest expense

 

$

14,904

 

 

$

16,539

 

 

$

1,470

 

Amortization of debt issuance costs

 

 

339

 

 

 

340

 

 

 

27

 

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

 

 

(321

)

 

 

647

 

 

 

(749

)

Total

 

$

14,922

 

 

$

17,526

 

 

$

748

 

Stated interest rate

 

 

9.07

%

 

 

9.07

%

 

 

9.07

%

Weighted average effective interest rate

 

 

9.13

%

 

 

10.12

%

 

 

9.07

%

 

The Series D 2027 Notes and the Series D 2029 Notes

On August 5, 2024, the Company entered into the Second Supplement, dated as of August 5, 2024 (the “Second Supplement”), to the Master Note Purchase Agreement dated as of August 10, 2023 (as supplemented by the First Supplement and the Second Supplement, the “Note Purchase Agreement”) governing the issuance of $100,000 in aggregate principal amount of Series D Senior Notes, Tranche A, due August 5, 2027 (the “Series D 2027 Notes”) and the issuance of $200,000 in aggregate principal amount of Series D Senior Notes, Tranche B, due August 5, 2029 (the “Series D 2029 Notes” and, together with the Series D 2027 Notes, collectively, the “Series D Notes”) to certain qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on August 5, 2024, subject to certain customary closing conditions.

The Series D 2027 Notes have a fixed interest rate of 6.84% per year and the Series D 2029 Notes have a fixed interest rate of 6.91% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the Note Purchase Agreement) or a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs. The Series D 2027 Notes will mature on August 5, 2027 and the Series D 2029 Notes will mature on August 5, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the Series D Notes is due semiannually in March and September of each year, beginning in September 2024. In addition, the Company is obligated to offer to repay the Series D Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the Note Purchase Agreement, the Company may redeem the Series D Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series D 2027 Notes are redeemed on or before May 5, 2027 or the Series D 2029 Notes are redeemed on or before May 5, 2029, a make-whole premium. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series D Notes.

In connection with the Series D 2027 Notes and Series D 2029 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate

swap agreement related to the Series D 2027 Notes, the Company receives a fixed interest rate of 6.84% per annum and pays a floating interest rate of SOFR + 3.46% per annum on $100,000 of the Series D 2027 Notes. Under the interest rate swap agreement related to the Series D 2029 Notes, the Company receives a fixed interest rate of 6.91% per annum and pays a floating interest rate of SOFR + 3.48% per annum on $200,000 of the Series D 2029 Notes. As of December 31, 2025, the interest rate swaps had a fair value of $(3) and $(148), respectively, related to the Series D 2027 Notes and Series D 2029 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of “accrued expenses and other liabilities” or “prepaid expenses and other assets” on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the Series D Notes, with the remaining difference included as a component of interest and other financing expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series D 2027 Notes is as follows:

 

 

 

For the Year Ended

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

Borrowing interest expense

 

$

6,840

 

 

$

2,774

 

 

N/A

Amortization of debt issuance costs

 

 

383

 

 

 

156

 

 

N/A

Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items

 

 

269

 

 

 

6

 

 

N/A

Total

 

$

7,492

 

 

$

2,936

 

 

N/A

Stated interest rate

 

 

6.84

%

 

 

6.84

%

 

N/A

Weighted average effective interest rate

 

 

7.49

%

 

 

6.84

%

 

N/A

 

The summary information of the Series D 2029 Notes is as follows:

 

 

 

For the Year Ended

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

Borrowing interest expense

 

$

13,820

 

 

$

5,605

 

 

N/A

Amortization of debt issuance costs

 

 

459

 

 

 

187

 

 

N/A

Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items

 

 

834

 

 

 

24

 

 

N/A

Total

 

$

15,113

 

 

$

5,816

 

 

N/A

Stated interest rate

 

 

6.91

%

 

 

6.91

%

 

N/A

Weighted average effective interest rate

 

 

7.56

%

 

 

6.91

%

 

N/A

 

The 2030 Notes

On October 1, 2024, the Company issued $300,000 in aggregate principal amount of 5.750% notes due 2030 (the “2030 Notes”), pursuant to a Base Indenture dated October 1, 2024 (the “Base Indenture”) between the Company and US Bank Trust Company, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture dated October 1, 2024 (the “First Supplemental Indenture” and together with the Base Indenture, the “February 2030 Notes Indenture”). As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the 2030 Notes.

The 2030 Notes will mature on February 1, 2030 and may be redeemed in whole or in part at the Company’s option at any time prior to January 1, 2030 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the February 2030 Notes Indenture and at par value on January 1, 2030 or thereafter. The 2030 Notes bear interest at a rate of 5.75% per year payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2025. The 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Pursuant to a Registration Statement on Form N-14 (File No. 333-284526), which went effective on February 28, 2025, the Company closed an exchange offer in which holders of the 2030 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 100% of the outstanding principal of the then restricted 2030 Notes obtained registered, unrestricted 2030 Notes.

The summary information of the 2030 Notes is as follows:

 

 

 

For the Year Ended

 

 

December 31,
2025

 

 

December 31,
2024

 

 

December 31,
2023

Borrowing interest expense

 

$

17,250

 

 

$

4,313

 

 

N/A

Amortization of debt issuance costs

 

 

747

 

 

 

184

 

 

N/A

Accretion of original issuance discount

 

 

510

 

 

 

128

 

 

N/A

Total

 

$

18,507

 

 

$

4,625

 

 

N/A

Stated interest rate

 

 

5.75

%

 

 

5.75

%

 

N/A

Weighted average effective interest rate

 

 

6.17

%

 

 

5.75

%

 

N/A

 

The 2028 Notes

On September 25, 2025, the Company issued $300,000 in aggregate principal amount of 5.125% notes due 2028 (the “2028 Notes”), pursuant to a Base Indenture, as supplemented by the Second Supplemental Indenture dated September 25, 2025 (the “Second Supplemental Indenture” and together with the Base Indenture, the “September 2028 Notes Indenture”) between the Company and Trustee. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the 2028 Notes.

The 2028 Notes will mature on September 25, 2028 and may be redeemed in whole or in part at the Company’s option at any time prior to August 25, 2028 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the September 2028 Notes Indenture and at par value on August 25, 2028 or thereafter. The 2028 Notes bear interest at a rate of 5.125% per year payable semi-annually on March 25 and September 25 of each year, commencing on March 25, 2026. The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the 2028 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the 2028 Notes, the Company receives a fixed interest rate of 5.383% per annum and pays a floating interest rate of SOFR + 2.06% per annum on $300,000 of the 2028 Notes. As of December 31, 2025, the interest rate swaps had a fair value of $(514), related to the 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of “accrued expenses and other liabilities” or “prepaid expenses and other assets” on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the 2028 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the 2028 Notes is as follows:

 

 

 

For the Year Ended

 

 

December 31,
2025
(1)

 

 

December 31,
2024

 

December 31,
2023

Borrowing interest expense

 

$

4,726

 

 

N/A

 

N/A

Amortization of debt issuance costs

 

 

362

 

 

N/A

 

N/A

Accretion of original issuance discount

 

 

188

 

 

N/A

 

N/A

Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items

 

 

12

 

 

N/A

 

N/A

Total

 

$

5,288

 

 

N/A

 

N/A

Stated interest rate

 

 

5.13

%

 

N/A

 

N/A

Weighted average effective interest rate

 

 

6.61

%

 

N/A

 

N/A

 

(1)
For the year ended December 31, 2025, calculated for the period from September 25, 2025 through December 31, 2025.