UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 000-56771

TCW Steel City Senior Lending BDC

(Formerly TCW Steel City Perpetual Levered Fund LP)

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: (617) 936-2275

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

Securities registered pursuant to Section 12(g) of the Act: Class I common shares of beneficial interest, par value $0.01 (Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of December 31, 2025, there was no established public market for the Registrant’s common shares.

The number of the Registrant’s common shares outstanding at March 26, 2026 was 12,093,673.

Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Los Angeles, California, United States of America

Table of Contents

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 forward-looking statements including, without limitation:

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” or the “Exchange 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.

PART I

In this Annual Report on Form 10-K, except as otherwise indicated, the terms:

The “Company,” “we,” “us,” and “our” refers to TCW Steel City Senior Lending BDC, a Delaware statutory trust, for the periods after its conversion to a Delaware statutory trust, and to TCW Steel City Perpetual Levered Fund LP, a Delaware limited partnership, for the periods prior to its conversion to a Delaware statutory trust..

The “Advisor” refers to TCW PT Management Company LLC, a Delaware limited liability company.

Item 1. Business.

(a) General Development of Business

We were formed on October 14, 2024, as a limited partnership under the laws of the State of Delaware.

We are an externally managed, non-diversified, closed-end management investment company. On September 9, 2025 we filed an election to be regulated as a BDC under the 1940 Act. We also intend to elect to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a BDC and a RIC, we will be required to comply with certain regulatory requirements. See “Item 1. Business—Regulation as a Business Development Company” and “Item 1. Business—Certain U.S. Federal Income Tax Consequences—Regulated Investment Company Classification.”

On November 3, 2025, we completed our conversion to a Delaware statutory trust (the “Conversion”). In connection with the Conversion, we also changed our name to TCW Steel City Senior Lending BDC.

We are a senior direct lending investment company that will seek to generate attractive risk-adjusted returns primarily through direct investments in senior secured loans to middle market companies or other issuers. Middle market companies are generally defined as companies with annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of $10 million to $75 million at the time of investment. Under normal circumstances, we will invest at least 80% of our total assets (defined for this purpose as net assets plus borrowings for investment purposes) after our portfolio is fully ramped-up in senior secured loans. If we change the 80% test, we will provide shareholders with at least 60 days’ prior notice of such change.

Together with TCW Steel City Unlevered Private Fund LP, a related limited partnership, the Company is part of the “TCW Steel City Platform,” a newly formed strategy launched by the TCW Group (together with its controlled affiliates, as the context may require, “TCW”) and The PNC Financial Services Group, Inc. (together with its controlled affiliates, as the context may require, “PNC”) to provide middle market lending solutions leveraging the unique strengths of both organizations to create a differentiated platform in private credit. We are advised by TCW PT Management Company LLC (the “Advisor”), which is part of the TCW Steel City Platform, and are sub-advised by PNC Steel City Advisors, LLC (the “Sub-Advisor” and, together with the Advisor, the “Advisors”). Our investment program is primarily focused on investing in senior secured debt obligations. We currently expect to focus on portfolio companies in a variety of industries and will consider financings for many different purposes, including acquisitions, growth opportunities, liquidity needs, refinancings and recapitalizations. The issuers in which we intend to invest will be leveraged, and, in most cases, these investments will not be rated by any rating agency. If these investments were rated, we believe that they would likely receive a rating from a nationally recognized statistical rating organization of below investment grade. Exposure to below investment grade securities involves certain risks, and those securities are viewed as speculative with respect to the issuer’s capacity to pay interest and repay principal.

Although we are primarily focused on investing in senior secured debt obligations, there may be rare occasions where our investment may be unsecured. The Company will also consider making equity investments in relation or incidentally to investing in debt obligations. The Company’s investments will mostly be in corporations, partnerships or other business entities. Additionally, in certain circumstances, the Company may co-invest with other investors and/or strategic partners indirectly in a company through a joint venture, partnership or other special

purpose vehicle. We may also invest indirectly in investments through intermediate entities established by us. Such intermediate entities may include subsidiary entities that engage in investment activities in securities or other assets that are primarily controlled by the Company. “Primarily controlled” means (1) the Company controls the unregistered entity within the meaning of section 2(a)(9) of the 1940 Act, and (2) the Company’s control of the unregistered entity is greater than that of any other person. While we will invest primarily in North American companies, there may be certain instances where the Company will invest in companies domiciled elsewhere. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Because we intend to qualify as a RIC under the Code, our portfolio will be subject to diversification and other requirements. See “—Certain U.S. Federal Income Tax Consequences.” In addition to those diversification requirements, we will not invest more than 10% of our gross assets in any single portfolio company.

We intend to enter into one or more credit facilities or other borrowings, either directly or through one or more subsidiaries. However, there can be no assurance that we will be able to close a credit facility or obtain other financing.

We may also be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition and could lead to cross defaults under other credit facilities and other borrowings. This could reduce our liquidity and cash flow and impair our ability to manage and grow our business.

Also, any security interests and/or negative covenants required by a credit facility or other borrowings we enter into may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. Any obligations to our creditors under our credit facilities or other borrowings may be secured by a pledge of and a security interest in some or all of our assets, including our portfolio of investments and cash. If we default, we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

As part of certain credit facilities or other borrowings, the right to make capital calls of Unitholders may be pledged as collateral, which will allow our creditors to call for capital contributions upon the occurrence of an event of default. To the extent such an event of default does occur, Unitholders could therefore be required to fund any shortfall up to their remaining Capital Commitments, without regard to the underlying value of their investment.

In accordance with the 1940 Act as presently in effect, BDCs generally are prohibited from incurring additional leverage to the extent it would cause them to have less than a 200% asset coverage ratio, reflecting approximately a 1:1 debt-to-equity ratio, taking into account the then current fair value of the investments. However, under Section 61(a)(2) of the 1940 Act, implemented in accordance with the Small Business Credit Availability Act, we have elected to be subject to the lower asset current coverage ratio of 150% available thereunder in order to maintain maximum flexibility, which will permit us to have up to a 2:1 debt-to-equity ratio. See “Item 1A. Risk Factors—Borrowing Money.”

We are a privately placed, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose Common Shares are intended to be sold by the BDC on a continuous basis at a price generally equal to the BDC’s quarterly net asset value per share. In our perpetual-life structure, we may offer investors an opportunity to sell their shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter. Any such repurchases will be subject to the Advisor’s recommendation and Board approval. There can be no assurance that the Board will accept the Advisor’s recommendation. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different

market environments. This may reduce the risk of us being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event.

Prior to the Conversion, we conducted private offerings of our limited partnership interests to investors on February 5, 2025 (the “Initial Closing Date”), April 8, 2025, and August 22, 2025 in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and following the Conversion, we expect to conduct private offerings of our Class I Shares of beneficial interest, par value $0.01 (the “Common Shares”). At the closing of any private offering, each investor has and will make a commitment to purchase Common Shares (the “Capital Commitments”) pursuant to a subscription agreement entered into with us. Investors will be required to fund drawdowns to purchase Common Shares up to the amount of their respective Capital Commitments each time we deliver a notice to the investors. We commenced our investment activities in May 2025.

The Advisor and the Sub-Advisor

Our investment activities are managed by the Advisor, a newly-formed Delaware limited liability company registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the overall supervision of our board of trustees (the “Board” or “Board of Trustees”), the Advisor manages our day-to-day operations and provides portfolio management and administrative services to us pursuant to the investment management and advisory agreement (the “Investment Advisory Agreement”) by and between the Advisor and us. The Advisor is a wholly owned subsidiary of TCW Group which, together with its affiliated companies, manages or has committed to manage approximately $206.2 billion in assets as of December 31, 2025. These assets are managed in various formats, including managed accounts, funds, structured products and other investment vehicles.

TCW’s Private Credit Group joined the TCW Group in December 2012. Certain members of the Private Credit Group were previously affiliated with Regiment Capital Advisors, LP, an independent investment manager based in Boston, Massachusetts. Originally founded in 2001, the Private Credit Group was founded, and is led by, Richard Miller and consists of over 44 investment professionals with significant expertise in investing, corporate finance, merger and acquisitions, leveraged transactions, high-yield financings, asset-based loans, turnarounds, loan workouts and restructurings.

The Advisor is responsible for, directly or by delegation to the Sub-Advisor, among other things: formulating and implementing our investment program, determining the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes, and identifying, sourcing, researching, evaluating and negotiating the structure of our investments, including the exercise of any rights in our capacity as a lender. The investment activities of the Advisor are managed by the investment professionals from the Private Credit Group.

The Sub-Advisor, a Delaware limited liability company registered with the SEC under the Advisers Act, serves as the sub-advisor to the Advisor pursuant to a sub-advisory agreement (the “Sub-Advisory Agreement”) between the Advisor and the Sub-Advisor. The Sub-Advisor is a wholly owned subsidiary of PNC Bank, National Association (“PNC Bank”), which is, in turn, a wholly owned indirect subsidiary of PNC, a publicly traded company. The Sub-Advisor was founded in August 2014 and has developed a strong track record in its focus areas, working alongside other entities within PNC’s broader financial services platform. PNC is one of the largest diversified financial services institutions in the United States. PNC is a coast-to-coast franchise with an extensive retail branch network and a presence in all of the country’s 30 largest markets. PNC also has strategic international offices in four countries outside the U.S. With roots going back to 1865, PNC provides retail banking, corporate and institutional banking, and asset management to individuals, institutions and businesses of all sizes.

PNC Bank has established a robust sourcing platform with over 900 client facing business professionals across the largest markets in the United States. Business groups within PNC associated with the Sub-Advisor have structured and monitored over $109 billion in loan commitments and PNC Bank has existing relationships with approximately 21,000 Corporate and Institutional Banking customers, which is expected to serve as an attractive source of prospective borrowers for us. These relationships, along with new borrowers identified by the Sub-Advisor’s

investment professionals, are expected to provide us with an incumbency advantage that will drive investment deployment.

The Sub-Advisor is responsible for, among other things: originating loan opportunities sourced through PNC Capital Markets LLC (“PNCCM”), an affiliate of PNC, relying on PNC’s network; coordinating with the Advisor’s Investment Committee on investment recommendations; and providing such support as necessary in connection with the ongoing monitoring, evaluation and valuation of portfolio investments. The Sub-Advisor also participates in loan and portfolio reviews.

Market Experience

The Advisors and their respective investment professionals bring extensive capital markets experience to us, including deal origination, due diligence, transaction structuring, and portfolio management across both public and private markets and spanning a wide spectrum of securities and industries.

We leverage the expansive sourcing footprint of PNC, one of the U.S.’s largest commercial banking firms in terms of assets, to identify and recommend investment opportunities. The Advisors believe that the experience of their respective investment professionals, combined with the depth of PNC’s sourcing platform, client base and relationships, positions us to achieve attractive risk-adjusted returns.

Investment Approach

The investment approach is focused on originating and investing in loans to middle market companies and emphasizes the following:

The Advisors employ an investment approach and strategy with a focus on the fundamental objectives of preserving capital and generating attractive risk-adjusted returns.

Investment Committees

Each of the Advisor and the Sub-Advisor has established its own investment committee (each an “Investment Committee”) to evaluate and manage investment opportunities. The Sub-Advisor’s Investment Committee is responsible for originating and recommending potential investments, while the Advisor’s Investment Committee has final authority to approve those investments, amend legal documents, and determine workout strategies once an investment has been made.

Each new investment must be recommended by the Sub-Advisor’s Investment Committee and approved by the Advisor’s Investment Committee. Once an investment has been made, the Sub-Advisor’s Investment Committee may recommend modifications to loan terms or workout strategies, but final decisions on any such modifications or workouts will rest solely with the Advisor’s Investment Committee.

The Advisor’s Investment Committee plays a critical role in the investment process, bringing the diverse experiences and perspectives of its members to the analysis and consideration of each investment. The Advisor’s Investment Committee evaluates and approves all investments, ensuring they align with our investment philosophy and policies. The Advisor’s Investment Committee determines appropriate investment sizing, structure, pricing and ongoing monitoring requirements. In addition to reviewing the Sub-Advisor’s investment recommendations, the Advisor’s Investment Committee serves as a forum to discuss market outlooks, credit views, potential transactions and deal flow. Investment professionals from both the Advisor and the Sub-Advisor are encouraged to share

information early in the analysis process to improve decision-making quality and ensure consistency with our investment philosophy and policies. Each proposed transaction is presented to the Advisor’s Investment Committee for consideration in a formal written report, and all new investments, as well as the disposition or sale of existing investments, must receive the Advisor’s Investment Committee’s final approval.

The Sub-Advisor’s processes are similar to those of the Advisor in terms of evaluating and recommending investments.

While the Sub-Advisor’s Investment Committee is responsible for the initial review and recommendations for investment opportunities for which PNCCM is the Sourcing Party (as defined below), no investment will be made by us without final approval from the Advisor’s Investment Committee. This structured collaboration ensures effective execution of our investment strategy, with each Investment Committee playing a distinct role throughout the investment process.

“Sourcing Party” shall mean PNCCM or TCW, as applicable.

Members of the Investment Committees

The Advisor’s Investment Committee will initially be composed of two members from the Private Credit Group. The current permanent members of the Advisor’s Investment Committee are Richard T. Miller and Mark K. Gertzof.

The Sub-Advisor’s Investment Committee will be composed of two members from PNC Bank. The current members of the Sub-Advisor’s Investment Committee are Peter Mardaga and Walter Hill. They are also the current members of the board of managers of the Sub-Advisor, which board will serve as the Sub-Advisor’s Investment Committee.

We use the expertise of the members of the Investment Committees, the Private Credit Group and the relevant Sub-Advisor professionals to assess investment risks and determine appropriate pricing for our investments. In addition, the relationships developed by the Private Credit Group and the relevant Sub-Advisor professionals enable us to learn about, and compete effectively for, financing opportunities with attractive middle market companies. For additional information concerning the competitive risks we face, see “Item 1A. Risk Factors—Competition for Investment Opportunities.”

Investment Advisory and Management Agreement

Pursuant to the Advisory Agreement, the Advisor will:

Under the Sub-Advisory Agreement (as described below), while the Advisor will collaborates with the Sub-Advisor in performing several services and functions, the Advisor retains responsibility for making the final investment and divestment decisions for us.

The Advisor’s services under the Investment Advisory Agreement are not exclusive, and subject to the limitations set forth in the Amended and Restated Declaration of Trust dated as of November 3, 2025 (the “Declaration of

Trust”) and the Investment Advisory Agreement, the Advisor may also engage in any other business or render similar or different services to the others. Under the Investment Advisory Agreement, the Advisor receives a management fee and an incentive fee from us as described below.

On November 3, 2025, the Investment Advisory Agreement was approved by our Board of Trustees. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for a period of two years from its effective date and will remain in effect from year to year thereafter if approved annually by (i) the vote of our Board of Trustees, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Advisor or any of their respective affiliates (the “Independent Trustees”). The Investment Advisory Agreement will automatically terminate in the event of an assignment by the Advisor. The Investment Advisory Agreement may be terminated by either party, or by a vote of the majority of our outstanding voting shares or, if less, such lower percentage as required by the 1940 Act, without penalty upon not less than 60 days’ prior written notice to the applicable party. If the Investment Advisory Agreement is terminated according to this paragraph, we will pay the Advisor a pro-rated portion of the Management Fee and Incentive Fee (each as defined below). See “Item 1A. Risk Factors—Dependence on Key Personnel and Other Management.”

Under the terms of the Investment Advisory Agreement, the Advisor, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor or its affiliates (in each case, an “Indemnitee”) shall not be liable to the Company for any action taken or omitted to be taken by the Advisor in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

We will indemnify, defend and protect each Indemnitee (each of whom shall be deemed a third party beneficiary of the Investment Advisory Agreement) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnitee in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or our security holders) arising out of or otherwise based upon the performance of any of the Advisor’s duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser of the Company. An Indemnitee may consult with counsel and accountants in respect of the Company’s affairs and shall be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel and accountants; provided, that such counsel or accountants were selected with reasonable care and such protection is permitted by applicable law, including the 1940 Act. Notwithstanding the foregoing provisions to the contrary, nothing contained herein shall protect or be deemed to protect an Indemnitee against or entitle or be deemed to entitle an Indemnitee to indemnification in respect of, any liability to the Company or our security holders to which an Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnitee’s duties or by reason of the reckless disregard of the Advisor’s duties and obligations under the Investment Advisory Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding anything in this section to the contrary, nothing contained herein shall protect or be deemed to protect the Advisor or its controlling persons against, or entitle or be deemed to entitle the Advisor or its controlling persons to, indemnification in respect of, any liability to the Company or our security holders to which the Advisor or its controlling persons would otherwise be subject by reason of negligence or misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, in the performance of the Advisor’s and/or its controlling persons’ duties.

U.S. federal and state securities laws may impose liability under certain circumstances on persons who act in good faith. Nothing in the Investment Advisory Agreement will constitute a waiver or limitation of any rights that we may have under any applicable federal or state securities laws.

Sub-Advisory Agreement

The Sub-Advisory Agreement more fully sets out the Sub-Advisor’s responsibilities with respect to the Company and other related terms.

The Sub-Advisor’s services under the Sub-Advisory Agreement are not exclusive, and subject to the limitations set forth in the Declaration of Trust and the Sub-Advisory Agreement, the Sub-Advisor may also engage in any other business or render similar or different services to others. Pursuant to the Sub-Advisory Agreement, the Advisor will pay, out of the Management Fees and Incentive Fees it receives from the Company, the Sub-Advisor a sub-advisory fee in exchange for the services provided thereunder.

On November 3, 2025, the Sub-Advisory Agreement was approved by our Board of Trustees. Unless earlier terminated as described below, the Sub-Advisory Agreement will remain in effect for a period of two years from its effective date and will remain in effect from year to year thereafter if approved annually by (i) the vote of our Board of Trustees, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our Independent Trustees. The Sub-Advisory Agreement will automatically terminate in the event of an assignment by the Sub-Advisor. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon sixty (60) days’ written notice, by a vote of the majority of our outstanding voting shares, or by the vote of our Board of Trustees, or by the Advisor, and the Sub-Advisory Agreement may be terminated at any time, without payment of any penalty, upon one hundred twenty (120) days’ written notice by the Sub-Advisor. The Sub-Advisory Agreement will also terminate upon the termination of the Investment Advisory Agreement. See “Item 1A. Risk Factors—Dependence on Key Personnel and Other Management.”

Under the terms of the Sub-Advisory Agreement, the Sub-Advisor, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Sub-Advisor or its affiliates (in each case, an Indemnitee) shall not be liable to the Company for any action taken or omitted to be taken by the Sub-Advisor in connection with the performance of any of its duties or obligations under the Sub-Advisory Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

We will indemnify, defend and protect each Indemnitee (each of whom shall be deemed a third party beneficiary of the Sub-Advisory Agreement) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnitee in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or our security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisor’s duties or obligations under the Sub-Advisory Agreement or otherwise as an investment adviser of the Company. An Indemnitee may consult with counsel and accountants in respect of the Company’s affairs and shall be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel and accountants; provided, that such counsel or accountants were selected with reasonable care and such protection is permitted by applicable law, including the 1940 Act.

Notwithstanding the foregoing provisions to the contrary, nothing contained herein shall protect or be deemed to protect an Indemnitee against or entitle or be deemed to entitle an Indemnitee to indemnification in respect of, any liability to the Company or our security holders to which an Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnitee’s duties or by reason of the reckless disregard of the Sub-Advisor’s duties and obligations under the Sub-Advisory Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).

Management Fee

We pay to the Advisor, quarterly in arrears, a management fee (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% per annum) of the average net assets of the Company, with the average determined based on the net assets of the Company as of the end of the three most recently completed calendar months.

The Management Fee may be paid from drawdowns, indebtedness or out of proceeds from portfolio investments.

Incentive Fee

In addition, the Advisor will be entitled to receive an incentive fee (the “Incentive Fee”) that will consist of two parts, as follows:

(i) Incentive Fee Based on Income

The portion of the Incentive Fee based on the Company’s income (the “Investment Income Incentive Fee”) is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on, the value of the Company’s net assets in accordance with GAAP at the end of the immediately preceding quarter from interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter.

We will pay the Advisor an Incentive Fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

(ii) Incentive Fee Based on Capital Gains

The second component of the Incentive Fee is based on the Company’s capital gains (the “Capital Gains Incentive Fee”) and is payable at the end of each calendar year in arrears.

The amount payable equals:

Example Incentive Fee Calculations

The figures provided in the following examples are hypothetical, are presented for illustrative purposes only and are not indicative of actual expenses or returns.

Example 1: Income Related Portion of Incentive Fee:

Alternative 1

Assumptions

Result

Pre-Incentive Net Investment Income does not exceed hurdle rate, therefore there is no Investment Income Incentive Fee.

1 - Represents 6.0% annualized hurdle rate.

2 - Hypothetical other expenses. Excludes organizational and offering expenses.

3 - Represents 1.25% Management Fee.

Alternative 2

Assumptions

Result

= (100% × (Pre-Incentive Fee Net Investment Income – 1.5%)) + 0%

= 100% × (1.5375% -1.5%)

= 100% × 0.0375%

= 0.0375%

4 - Represents 6.0% annualized hurdle rate.

5 - Hypothetical other expenses. Excludes organizational and offering expenses.

6 - Represents 1.25% Management Fee.

7 - The “catch-up” is meant to provide the Advisor with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.71% in any calendar quarter.

Alternative 3

Assumptions

Result

= (100% × (1.71% – 1.5%)) + (12.5% x (2.9375% – 1.71%))

= (100% × 0.21%) + (12.5% x 1.2275%)

= 0.21% + 0.1534375%

= 0.3634375%

8 - Represents 6.0% annualized hurdle rate.

9 - Represents 1.25% Management Fee.

10 - Hypothetical other expenses. Excludes organizational and offering expenses.

11 - Represents 1.25% Management Fee.

12 - The “catch-up” is meant to provide the Advisor with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.71% in any calendar quarter.

Example 2: Capital Gains Portion of Incentive Fee

Alternative 1

Assumptions

Results (the Capital Gains Incentive Fee, if any, would be):

Alternative 2

Assumptions

Results (the Capital Gains Incentive Fee, if any, would be):

Recycling of Capital

All amounts received by the Company and distributable to the Shareholders as a return of principal may, in the discretion of the Board be retained by the Company for any permitted purpose of the Company or returned to the Shareholders. Any such amounts returned to the Shareholders hereunder may be subject to recall or redeployment by the Company, except as otherwise provided in the organizational documents.

Timing of Distributions

Subject to the Board’s right to reinvest principal returned to the Company as set out under “Recycling of Capital” above, the Board intends to distribute all cash proceeds received by the Company from dispositions of portfolio investments as the Board may determine in its discretion.

Distributions will be paid at least annually on the Common Shares in amounts representing substantially all of the net investment income and net capital gains, if any, earned each year to comply with the distribution requirements applicable to companies that have elected or intend to elect to be treated as RICs under subchapter M of the Code.

Administration Agreement

We entered into an administration agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (the “Administrator”) under which the Administrator will furnish us with office facilities and equipment, and clerical, bookkeeping and record keeping services. Pursuant to the Administration Agreement, the Administrator will oversee the maintenance of our financial records, monitor the payment of our expenses, oversee the performance of administrative and professional services rendered to us by others, be responsible for the financial and other records that we are required to maintain, prepare and disseminate reports to our Shareholders and any documents to be filed with the SEC or other regulators, assist us in determining and publishing (as necessary or appropriate) our net asset value, oversee the preparation and filing of our tax returns, generally oversee the payment of our expenses and provide such other services as the Administrator shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Further, the Administrator shall assist with compliance with the Advisers Act, and the BDC and RIC rules. 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.

Payments under the Administration Agreement will be 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 Administrator agrees that it would 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” below.

The Administration Agreement provides that neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable or responsible to us or any of our Shareholders 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. We will also indemnify the Administrator and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it.

Expenses

We, and indirectly our Shareholders, will bear all costs, expenses and liabilities, other than Advisor Expenses or Sub-Advisor Expenses (each as defined below) (which shall be borne by the Advisor and Sub-Advisor, respectively), in connection with our operations, administration and transactions or prospective transactions (“Company Expenses”), including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Common Shares; (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 Advisor 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 (including expenses of senior advisors, industry experts, operating partners, and other similar professionals; provided, that only the allocable portion of the total fees, costs and expenses associated with such personnel attributable to their work relating to us will be treated as a Company Expense); (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 Common Shares and other securities; (h) Management Fees, Incentive Fees and sourcing fees; (i) administrator fees and expenses payable under the Administration Agreement including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations, including the allocable portion of the cost of our chief compliance officer, chief legal officer and chief financial officer and their respective staff; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Common Shares to the extent not borne by the relevant transferring Shareholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes or other governmental charges assessed against us; (n) Independent Trustees’ fees and expenses and the costs associated with convening a meeting of our Board of Trustees or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Shareholders or holders of any Preferred Shares, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Shareholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our financial statements and tax returns; (r) our allocable portion of the fidelity bond, trustees 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 financial statements or tax returns or providing similar “back office” financial services to us; (v) Advisor 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 the Declaration of Trust or Investment Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with our termination, liquidation or dissolution 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.

Payments under the Administration Agreement will be 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 Administrator agrees that it would 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.

“Advisor Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Advisor or any of its affiliates, including us, in connection with maintaining and operating the Advisor’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 investment management services for us. Advisor Expenses shall also include any expenses incurred by the Advisor or its affiliates in connection with the Advisor’s registration as an investment adviser under the Advisers Act, or with its compliance as a registered investment adviser thereunder.

“Sub-Advisor Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Sub-Advisor in furtherance of providing investment advisory services to us other than organizational expenses or the Company Expenses set forth above.

Employees

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

License Agreement

We entered into a license agreement with an affiliate of the Advisor (the “Advisor License Agreement”), pursuant to which we will be granted a non-exclusive license to use the “TCW” and “Steel City Private Credit” names. Under the Advisor License Agreement, we will have a right to use the “TCW” name and logo for so long as the Advisor or one of its affiliates remains our investment advisor. Other than with respect to this limited license, we will have no legal right to the “TCW” name or logo.

TCW has also entered into a license agreement with an affiliate of the Sub-Advisor (the “Sub-Advisor License Agreement”), pursuant to which we are permitted to use the “PNC” and “Steel City Private Credit” names and logos in connection with co-branding activities for the Company. Under such license agreement, we will have a right to use the “PNC” name and logo for so long as the Sub-Advisor remains our investment sub-advisor. Other than with respect to this limited license, we will have no legal right to the “PNC” name or logo.

Competition

We compete for investments with a number of business development companies and other investment funds (including private equity funds and venture capital funds), special purpose acquisition company sponsors, investment banks that underwrite initial public offerings, hedge funds that invest in private investments in public equities, traditional financial services companies such as commercial banks, and other sources of financing. Many of these entities have greater financial and managerial resources than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act and the Code will impose on us as a BDC and a RIC.

Derivatives

We do not expect derivatives to be a significant component of our investment strategy. We retain the flexibility, however, to utilize hedging techniques, such as interest rate swaps, to mitigate potential interest rate risk on our indebtedness. Such interest rate swaps would principally be used to protect us against higher costs on our indebtedness resulting from increases in both short-term and long-term interest rates.

We also may use various hedging and other risk management strategies to seek to manage additional risks, including changes in currency exchange rates and market interest rates. Such hedging strategies would be utilized to seek to protect the value of our portfolio investments, for example, against foreign currency fluctuations vis-à-vis the U.S. Dollar or possible adverse changes in the market value of securities held in our portfolio.

Emerging Growth Company

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Although we have not made a determination whether to take advantage of any or all of these exemptions, we expect to remain an emerging growth company for up to five years following the completion of any initial public offering by us or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the 1934 Act which would occur if the market value of our Common Shares that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 calendar months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period. In addition, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

The Private Offering

We have conducted, and may continue to conduct, private offerings of (i) our limited partner interests, for offerings conducted prior to the Conversion, and (ii) Class I Shares, for offerings conducted after the Conversion, in reliance on exemptions from the registration requirements of the Securities Act. We entered into separate subscription agreements with investors for our initial private offering. Each investor made a Capital Commitment to purchase Common Shares pursuant to a subscription agreement (a “Subscription Agreement”).

We are initially offering one class of our Common Shares – the Class I Shares – and may offer additional classes of our Common Shares in the future. We and the Advisor may apply for exemptive relief from the SEC that, if granted, would permit us to issue multiple classes of shares of our Common Shares with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees (the “Multi-Class Exemptive Relief”). There is no assurance, however, that the relief would be granted.

While we expect each Subscription Agreement to reflect the terms and conditions summarized in the preceding paragraph, we reserve the right to enter into Subscription Agreements that contain terms and conditions not found in the Subscription Agreements entered into with other investors, subject to applicable law. No Shareholder will be granted, in its Subscription Agreement, the right to invest in Common Shares on more favorable economic terms and conditions than other Shareholders.

Initial and Subsequent Closings

The first date on which we accepted Subscription Agreements and issued common limited partnership interests to persons not affiliated with the Advisor in a private offering occurred on the Initial Closing Date, in connection with which we received Capital Commitments of $105.2 million. We held a second private offering on April 8, 2025 for which we received Capital Commitments of $21.0 million, and a third private offering on August 22, 2025 for which we received Capital Commitments of $315.5 million.

On November 3, 2025, in connection with the Conversion, the Company's total Partnership capital was $120.3 million which was converted into 6,014,515 Common Shares. Following the Conversion, we expect to conduct private offerings of the Common Shares. At the closing of any private offering, each investor has and will make a capital commitment to purchase Common Shares pursuant to a subscription agreement entered into with the Company. Investors will be required to fund drawdowns to purchase Common Shares up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.

As of December 31, 2025, we have $441.6 million in Capital Commitments.

We may, in our sole discretion, permit one or more investors to make additional Capital Commitments (“Subsequent Commitments”) after the date the first Subscription Agreements are accepted by us. New investors that make a Subsequent Commitment, or existing Shareholders that increase their Capital Commitment prior to the time at which the share repurchase program commences (each, an “Additional Shareholder”) will be required to make subsequent purchases of Common Shares (each, a “Catch-up Purchase”) on a date (or dates) (each such date, the “Catch-up Date”) to be determined by us. The aggregate amount of the Catch-up Purchase (the “Catch-up Purchase Amount”) will be equal to an amount necessary to ensure that, upon payment of the Catch-up Purchase Amount, such Additional Shareholder will have contributed the same percentage of its Capital Commitment to us as all Shareholders whose subscriptions were previously accepted. Catch-up Purchases will be made at a per share price equal to the net asset value per share of the Common Shares as of the close of the last calendar quarter preceding the date of the Catch-up Purchase, subject to per share price adjustments and further adjusted, as described in the Subscription Agreement, to appropriately reflect such Additional Shareholder’s pro rata portion of our initial organizational expenses. For the avoidance of doubt, we currently intend to call all capital prior to the commencement of the share repurchase program. The Advisor will recommend to the Board commencement of a share repurchase program and such recommendation is anticipated to occur the first calendar quarter of 2027. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, we may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment.

Each investor has been or will be required to enter into a Subscription Agreement in connection with its Capital Commitment. The Subscription Agreement sets forth, among other things, the terms and conditions upon which the investors will purchase Common Shares, the circumstances under which we may draw down capital from investors, certain covenants that all investors must agree to, and the remedies available to us in the event that an investor defaults on its obligation to make capital contributions. If an investor fails to fund its capital contribution, interest will accrue at the default rate (as defined herein) on the outstanding unpaid balance of such capital contribution, from and including the date such capital contribution was due until the earlier of the date of payment of such capital contribution by such investor. The “Default Rate” with respect to any period shall be the lesser of (a) a variable rate equal to the prime rate in effect, from time to time, during such period plus 6% or (b) the highest interest rate for such period permitted by applicable law. We may waive the requirement to pay interest, in whole or in part. In addition, the Subscription Agreement includes an Investor Suitability Questionnaire designed to ensure that all investors are either (i) “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act, or (ii) in the case of Common Shares sold outside the United States, persons that are not “U.S. persons” in accordance with Regulation S under the Securities Act.

Share Repurchase Program; Liquidity Options

We intend to commence a share repurchase program in which we may repurchase, in each quarter, up to 5% of Common Shares outstanding as of the close of the previous calendar quarter, at a purchase price equal to the net asset value per share of Common Shares as of the last calendar day of the applicable quarter; provided that tendered shares of Common Shares that have not been outstanding for at least one year may be subject to an early repurchase fee of up to 2% of such shares’ net asset value. All shares of Common Shares purchased by us pursuant to the terms of each tender offer will be cancelled and thereafter will be authorized and unissued shares. The Advisor will recommend to the Board commencement of a share repurchase program and such recommendation is anticipated to occur the first calendar quarter of 2027.

The Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in our best interest and the best interest of Shareholders. Any repurchases will be subject to the Advisor’s recommendation and Board approval, and there can be no assurance that the Board will accept the Advisor’s recommendation. As a result, share repurchases may not be available each quarter, Shareholders may not be able to sell their shares of Common Shares promptly or at a desired price and an investment in Common Shares is not suitable if a Shareholder requires short-term liquidity with respect to its investment in us.

In addition, subject to the receipt of appropriate Shareholder approvals, we may offer alternative liquidity options to Shareholders, including, but not limited to: (i) a sale of all or substantially all of our assets either on a complete portfolio basis or individually to an unaffiliated third party or an affiliate followed by a liquidation or (ii) an orderly wind down and/or liquidation.

Regulation as a Business Development Company

We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters. In addition, a BDC must be organized for the purpose of investing in or lending primarily to private companies organized in the United States and making significant managerial assistance available to them.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our Board of Trustees must be persons who are not “interested persons,” as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any trustee or officer against any liability to us or our Shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of any such person’s office. As a BDC, we are currently also required to meet a minimum coverage ratio of the value of total assets to total senior securities, which include all of our borrowings and any Preferred Shares.

As a BDC, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of our outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company.

We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of our total assets in the securities of one investment company, or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate. We may, however, rely on Rule 12d1-4 under the 1940 Act and invest in excess of the limits described above, including by investing in affiliated registered investment companies. However, to the extent we rely on Rule 12d1-4, we will be subject to certain conditions and requirements under Rule 12d1-4. The portion of our portfolio invested in securities issued by investment companies ordinarily will subject the Shareholders to additional expenses.

We have no intention to, and are generally not able to, issue and sell our Common Shares at a price below net asset value per Common Share. We may, however, issue and sell our Common Shares at a price below the then-current net asset value of our Common Shares if our board of directors determines that such sale is in our best interests and the best interests of the Shareholders, and the Shareholders have approved our policy and practice of making such sales within the preceding 12 months. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Trustees, closely approximates the market value of such securities. In addition, we may generally issue new Common Shares at a price below net asset value in rights offerings to existing Shareholders, in payment of distributions and in certain other limited circumstances.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our Board of Trustees who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance).

The Advisors have each obtained exemptive relief from the SEC that, subject to certain conditions and limitations, permits us and other funds advised by the Advisors or certain affiliates of the Advisors (referred to herein as “potential co-investment funds”) to engage in certain co-investment transactions. Under the exemptive relief, in the case where the interest in a particular investment opportunity exceeds the size of the opportunity, then the investment opportunity will be allocated among us and such potential co-investment funds based on the allocation policy of the Advisor. Under the Advisor’s allocation policy, an investment opportunity will be allocated to us based on certain criteria, including but not limited to capital available for investment, which generally will be determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the board or other

governing body of the relevant fund or imposed by applicable laws, rules, regulations or interpretations. There can be no assurance that we will be able to participate in all investment opportunities that are suitable to us. For instance, we may be unable to participate in a transaction in which PNC is extending credit to a borrower, such as making a revolving loan during a recapitalization, alongside other TCW Steel City Platform clients. Other TCW Steel City Platform clients and PNC do not intend to refrain from such transactions even if we cannot participate. We will be subject to periodic examination by the SEC for compliance with the 1940 Act.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any assets other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

Managerial Assistance to Portfolio Companies

A BDC must be operated for the purpose of making investments in the types of securities described under “Qualifying Assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance; except that, where the BDC purchases such securities in

conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does in fact provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which is referred to herein, collectively, as temporary investments, such that at least 70% of our assets are qualifying assets.

Investment Limitations

In addition to the requirements that we will need to satisfy in order to maintain our status as a BDC, we shall be subject to the following investment limitations, in each case measured at the time of the relevant investment:

Code of Ethics

We, the Advisor and Sub-Advisor have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts

certain transactions by our personnel. The code of ethics generally contains restrictions on investments by our personnel in securities that we may purchase or hold. In addition, we have adopted a code of ethics applicable to our Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. You may obtain copies of the codes of ethics by written request addressed to the following: Chris Marzullo, Interim Chief Compliance Officer, 515 South Flower Street, Los Angeles, California 90071.

Insider Trading Policy

We and the Advisors have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities by directors and officers that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Compliance Policies and Procedures

We, the Advisor and Sub-Advisor have adopted and implemented, written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws. We, the Advisor and the Sub-Advisor are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and to designate a chief compliance officer to be responsible for administering the policies and procedures.

Proxy Voting Policies and Procedures

We delegate our proxy voting responsibility to the Advisor. The Proxy Voting Policies and Procedures of the Advisor are set forth below. The guidelines will be reviewed periodically by the Advisor and our Independent Directors, and, accordingly, are subject to change.

An investment Advisor registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Advisor recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the Advisor’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

If the Advisor has responsibility for voting proxies in connection with its investment advisory duties, or has the responsibility to specify to an agent how to vote the client’s proxies, it exercises such voting responsibilities through the corporate proxy voting process. The Advisor believes that the right to vote proxies is a significant asset of its clients’ holdings. In order to provide a basis for making decisions in the voting of proxies for its clients, the Advisor has established a proxy voting committee (the “Proxy Committee”) and adopted proxy voting guidelines (the “Guidelines”) and procedures.

The Proxy Committee generally meets quarterly (or at such other frequency as determined by the Proxy Committee), and its duties include establishing proxy voting guidelines and procedures, overseeing the internal proxy voting process, and reviewing proxy voting issues. The members of the Proxy Committee include the Advisor’s personnel from the investment, compliance, legal and marketing departments. The Advisor also uses outside proxy voting services (each, an “Outside Service”) to help manage the proxy voting process. Each Outside Service facilitates its voting according to the Guidelines (or according to guidelines submitted by the Advisor’s clients) and helps maintain the Advisor’s proxy voting records. The Advisor’s proxy voting and record keeping is dependent on the timely provision of proxy ballots by custodians, clients and other third parties. Under circumstances described below involving potential conflicts of interest, the Advisor may also request an Outside Service to help decide certain proxy votes. In those instances, the Proxy Committee shall review and evaluate the voting recommendations of each Outside Service to ensure that recommendations are consistent with the Advisor’s clients’ best interest. In the event the Advisor inadvertently receives any proxy material on behalf of a client that has retained proxy voting responsibility, and where it is reasonably feasible by the Advisor to determine the identity of the client, the Advisor will promptly forward such materials to the client. As a matter of firm policy, the Advisor does not disclose to unaffiliated third parties how it expects to vote on upcoming proxies and does not disclose the way it voted proxies without a legitimate need to know such information.

The Guidelines provide a basis for the Advisor’s decisions in the voting of proxies for clients. When voting proxies, the Advisor’s utmost concern is that all decisions be made solely in the interests of the client and with the goal of maximizing the value of the client’s investments. Generally, proposals will be voted in accordance with the Guidelines and any applicable guidelines provided by the Advisor’s clients. The Advisor’s underlying philosophy, however, is that the portfolio managers, who are primarily responsible for evaluating the individual holdings of the Advisor’s clients, are best able to determine how best to further client interests and goals. The portfolio managers may, in their discretion, take into account the recommendations of the Advisor’s management, the Proxy Committee, and any Outside Service.

Individual portfolio managers, in the exercise of their best judgment and discretion, may from time to time override the Guidelines and vote proxies in a manner that they believe will enhance the economic value of clients’ assets, keeping in mind the best interests of the beneficial owners. The Guidelines provide procedures for documenting and, as required, approving such overrides. In the event a potential conflict arises in the context of voting proxies for the Advisor’s clients, the primary means by which the Advisor will avoid a conflict of interest is by casting votes with the assistance of an Outside Service according to the Guidelines and any applicable guidelines provided by the Advisor’s clients. If a potential conflict of interest arises, and the proxy vote to be decided is predetermined under the Guidelines, then the Advisor will follow the Guidelines and vote accordingly. On the other hand, if a potential conflict of interest arises and there is no predetermined vote, or the Guidelines themselves refer such vote to the portfolio manager for decision, or the portfolio manager would like to override a predetermined vote, then the Guidelines provide procedures for determining whether a material conflict of interest exists and, if so, resolving such conflict.

The Advisor or an Outside Service will keep records of the following items for at least five years: (i) the Guidelines and any other proxy voting procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC’s EDGAR system); (iii) records of votes cast on behalf of clients (if maintained by an Outside Service, that Outside Service will provide copies of those records promptly upon request); (iv) records of written requests for proxy voting information and the Advisor’s response (whether a client’s request was oral or in writing); and (v) any documents the Advisor prepared that were material to making a decision on how to vote, or that memorialized the basis for the decision.

Additionally, the Advisor or an Outside Service will maintain any documentation related to an identified material conflict of interest.

Privacy Principles

We are committed to maintaining the confidentiality, integrity and security of nonpublic personal information relating to our investors. The following information is provided to describe generally what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

We may collect nonpublic personal information regarding investors from sources such as subscription agreements, investor questionnaires and other forms; individual investors’ account histories; and correspondence between individual investors and the Company. We may share information that we collect regarding an investor with our affiliates and the employees of such affiliates for legitimate business purposes, for example, in order to service the investor’s accounts or provide the investor with information about other products and services offered by the Company or our affiliates that may be of interest to the investor. In addition, we may disclose information that we collect regarding investors to third parties who are not affiliated with us (i) as required by law or in connection with regulatory or law enforcement inquiries, or (ii) as otherwise permitted by law to the extent necessary to effect, administer or enforce investor or our transactions.

Any party that receives nonpublic personal information relating to investors from the Company is permitted to use the information only for legitimate business purposes or as otherwise required or permitted by applicable law or regulation. In this regard, for our officers, employees and agents and affiliates, access to such information is restricted to those who need such access in order to provide services to us and to our investors. We maintain physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information.

Reporting Obligations

In order to be regulated as a BDC under the 1940 Act, we were required to register a class of equity securities under the 1934 Act and filed a Registration Statement for our Common Shares with the SEC under the 1934 Act. We are required to file annual reports, quarterly reports and current reports with the SEC. This information is available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549 and on the SEC’s website at www.sec.gov. The public may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330.

Because we do not currently maintain a corporate website, we do not intend to make available on a website our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K. We do intend, however, to provide electronic or paper copies of our filings free of charge upon request.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain material U.S. federal income tax considerations related to an investment in the Common Shares. This summary is based upon the provisions of the Code, as amended, the U.S. Treasury regulations promulgated thereunder, published rulings of the Internal Revenue Service (the “IRS”) and judicial decisions in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion does not purport to describe all of the U.S. federal income tax consequences that may be relevant to a particular investor in light of that investor’s particular circumstances (including alternative minimum tax consequences) and is not directed to investors subject to special treatment under the U.S. federal income tax laws, such as banks, dealers in securities, persons holding Common Shares as part of hedging transaction, wash sale, conversion transaction or integrated transaction, real estate investment trusts, regulated investment companies, private university endowments and other tax-exempt entities, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, certain financial institutions and insurance companies. In addition, this summary does not discuss any aspect of state, local or non-U.S. tax law and assumes that investors will hold their Common Shares as capital assets (generally, assets held for investment).

For purposes of this discussion, a “U.S. Holder” is a Shareholder that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States can exercise primary supervision over its administration and certain other conditions are met. A “Non-U.S. Holder” is a Shareholder who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes. For tax purposes, our fiscal year is the calendar year.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Common Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that will own Common Shares through a partnership should consult its tax advisors with respect to the purchase, ownership and disposition of those Common Shares.

Tax matters are complex and prospective investors in the Common Shares are urged to consult their own tax advisors with respect to the U.S. federal income tax and state, local and non-U.S. tax consequences of an investment in the Common Shares, including the potential application of U.S. withholding taxes.

Classification of the Company as Corporation for Tax Purposes

As a Delaware statutory trust that is expected to be treated as a business entity because it has the power to vary its investments, the Company is expected to be an eligible entity that is entitled to elect its classification for U.S. federal tax purposes. The Company intends to make an election to cause it to be classified as an association that is taxable as a corporation for U.S. federal income tax purposes.

Regulated Investment Company Classification

As a BDC, we elected, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not be required to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our Shareholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to qualify for RIC tax treatment, we must distribute to our Shareholders, for each taxable year, the sum of at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses, and 90% of its net tax-exempt interest (the “Annual Distribution Requirement”).

Taxation as a Regulated Investment Company

If we:

then we will not be subject to federal income tax on the portion of our investment company taxable income and net capital gain (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) that we distribute to Shareholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to Shareholders.

We will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, and on which we paid no federal income tax, in preceding years.

We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with increasing interest rates or debt instruments issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued

will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to Shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.

Because we may use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources or are otherwise limited in our ability to make distributions, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax, or may cause the Company to be subject to the 4% nondeductible U.S. federal excise tax.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% gross income test described above. We will monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions or invest in certain debt and equity investments through taxable subsidiaries and the taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes.

If, in any particular taxable year, we do not qualify as a RIC, all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to Shareholders, and distributions will be taxable to the Shareholders as ordinary dividends to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate Shareholders would be eligible to claim a dividends received deduction with respect to such dividends and non-corporate Shareholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the Shareholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.

In the event we invest in non-U.S. securities, we may be subject to withholding and other non-U.S. taxes with respect to those securities. We do not expect to satisfy the conditions necessary to pass through to our Shareholders their share of the non-U.S. taxes paid by the Company. The Company generally intends to conduct its investment activities to minimize the impact of foreign taxation, but there is no guarantee that we will be successful in this regard.

Taxation of U.S. Holders

Distributions by us generally will be taxable to U.S. Holders as ordinary income or capital gains. Distributions of our investment company taxable income will be taxable as ordinary income to U.S. Holders to the extent of our current or accumulated earnings and profits. Distributions of our net capital gains (that is, the excess of our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. Holder as long-term capital gains, regardless of the U.S. Holder’s holding period for its Common Shares. Distributions of investment company taxable income that are reported by us as being derived from “qualified dividend income” will be taxed in the hands of non-corporate Shareholders at the rates applicable to long-term capital gain, provided that holding period and other requirements are met by both the Shareholders and us. “Qualified dividend income” reported by us may not exceed the aggregate dividends it receives from most U.S. corporations and certain foreign corporations. Dividends distributed by us will generally not be attributable to qualified dividend income.

Distributions in excess of our current and accumulated earnings and profits first will reduce a U.S. Holder’s adjusted tax basis in such U.S. Holder’s Common Shares and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. Holder. For a summary of the tax rates applicable to capital gains, including capital gain dividends, see the discussion below.

Although we currently intend to distribute realized net capital gains (i.e., net realized long-term capital gains in excess of net realized short-term capital losses), if any, at least annually, we may in the future decide to retain some or all of our net capital gains, and to designate some or all of the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay corporate-level tax on the retained amount, each U.S. Holder will be required to include its share of the deemed distribution in income as if it had been actually distributed to the U.S. Holder, and the U.S. Holder will be entitled to claim a credit or refund equal to its allocable share of the corporate-level tax we pay on the retained capital gain. The amount of the deemed distribution net of such tax will be added to the U.S. Holder’s cost basis for its Common Shares. Since we expect to pay tax on any retained capital gains at our regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by non-corporate U.S. Holders on long-term capital gains, the amount of tax that non-corporate U.S. Holders will be treated as having paid will exceed the tax they owe on the capital gain dividend. Such excess generally may be claimed as a credit or refund against the U.S. Holder’s other U.S. federal income tax obligations.

A U.S. Holder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to Shareholders prior to the expiration of 60 days after the close of the relevant tax year.

For purposes of determining (i) whether the Annual Distribution Requirement is satisfied for any year and (ii) the amount of dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, a U.S. Holder generally will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared in October, November, or December of any calendar year, payable to Shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by the U.S. Holders on December 31 of the year in which the dividend was declared.

If the Company acquires shares in a passive foreign investment company (“PFIC”), we may be subject to U.S. federal income tax on a portion of any “excess distribution” received on, or any gain from the disposition of, such shares even if we distribute such income as a taxable dividend to Shareholders. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distribution or gain. If the Company invests in the shares of a PFIC and elects to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark our shares in a PFIC at the end of each taxable year to market; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases in such value included in our income. Our ability to make either election will depend on factors beyond our control, and is subject to restrictions which may limit the availability of the benefit of these elections. Under either election, we may be required to recognize in a taxable year income in excess of any distributions we receive from PFICs and any proceeds from dispositions of PFIC stock during that taxable year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether we are subject to the 4% federal excise tax. Similarly, if we acquire shares in a controlled foreign corporation (“CFC”), we may be required to recognize in a taxable year income in excess of any distributions we receive from CFCs during that taxable year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether we are subject to the 4% federal excise tax.

You may recognize taxable gain or loss if you sell or exchange your Common Shares (including a redemption of such Common Shares or upon a liquidation of the Company). The amount of the gain or loss will be measured by the difference between your adjusted tax basis in your Common Shares and the amount of the proceeds you receive in exchange for such Common Shares. Any gain or loss arising from the sale or exchange of the Common Shares

(or, in the case of distributions in excess of the sum of our current and accumulated earnings and profits and your tax basis in the Common Shares, treated as arising from the sale or exchange of your Common Shares) generally will be a capital gain or loss if the Common Shares are held as a capital asset. This capital gain or loss normally will be treated as a long-term capital gain or loss if you have held your Common Shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or exchange of Common Shares held for six months or less generally will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received, or treated as deemed distributed, with respect to such Common Shares.

U.S. Holders who tender pursuant to the share repurchase program, all Common Shares held, or considered to be held, by them will be treated as having sold such Common Shares and generally will realize a capital gain or loss. If a U.S. Holder tenders fewer than all of its Common Shares or fewer than all Common Shares tendered are repurchased, such U.S. Holder may be treated as having received a taxable dividend upon the tender of such Shares. In such a case, there is a risk that non-tendering shareholders, and shareholders who tender some but not all of their Common Shares or fewer than all of whose Common Shares are repurchased, in each case whose percentage interests in us increase as a result of such tender, will be treated as having received a taxable distribution from the Company. The extent of such risk will vary depending upon the particular circumstances of the share repurchase program, and in particular whether such program is a single and isolated event or is part of a plan for periodically redeeming Common Shares.

In general, individual U.S. Holders currently are subject to a maximum U.S. federal income tax rate of 20% on their net capital gain, i.e., the excess of net long-term capital gain over net short-term capital loss for a taxable year, including a long-term capital gain derived from an investment in the Common Shares in the future. In addition, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly or $125,000 in the case of married individuals filing separately) and certain estates and trusts are subject to an additional 3.8% tax on their “net investment income,” which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses). Corporate U.S. Holders currently are subject to U.S. federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Dividends distributed by us to corporate Shareholders generally will not be eligible for the dividends-received deduction. Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ.

We (or the applicable withholding agent) will send to each of the U.S. Holders, as promptly as possible after the end of each calendar year, a report detailing the amounts includible in such U.S. Holder’s taxable income for such year as ordinary income, long-term capital gain and “qualified dividend income,” if any. In addition, the U.S. federal tax status of each year’s distributions generally will be reported to the IRS. Distributions may also be subject to additional state, local, and non-U.S. taxes depending on a U.S. Holder’s particular situation.

Limitation on Deduction for Certain Expenses

If the Common Shares are not beneficially owned by at least 500 persons at all times during the taxable year, then a U.S. Holder that is an individual, estate or trust may be subject to limitations on miscellaneous itemized deductions in respect of its share of expenses that we incur, to the extent that the expenses would have been subject to these limitations if the holder had incurred them directly. However, for taxable years beginning after December 31, 2017 and before January 1, 2026, U.S. Holders are not permitted to take any miscellaneous itemized deductions. We do not expect the Common Shares to be beneficially owned by 500 or more persons.

If we do not satisfy the 500-shareholder requirement, we would be required to report the relevant expenses, including the Management Fee and Incentive Fee, on Form 1099-DIV, and affected holders will be required to take into account as income an amount equal to their allocable share of such expenses and to take into account their allocable share of such expenses.

U.S. Taxation of Tax-Exempt U.S. Holders

A U.S. Holder that is a tax-exempt organization for U.S. federal income tax purposes and therefore generally exempt from U.S. federal income taxation may nevertheless be subject to taxation to the extent that it is considered to derive unrelated business taxable income (“UBTI”). The direct conduct by a tax-exempt U.S. Holder of the activities we

propose to conduct could give rise to UBTI. However, a BDC (and RIC) is a corporation for U.S. federal income tax purposes and its business activities generally will not be attributed to its Shareholders for purposes of determining their treatment under current law.

Therefore, a tax-exempt U.S. Holder should not be subject to U.S. taxation solely as a result of the holder’s ownership of Common Shares and receipt of dividends with respect to such Common Shares. Moreover, under current law, if we incur indebtedness, such indebtedness will not be attributed to a tax-exempt U.S. Holder. Therefore, a tax-exempt U.S. Holder should not be treated as earning income from “debt-financed property” and dividends we pay should not be treated as “unrelated debt-financed income” solely as a result of indebtedness that we incur. Proposals periodically are made to change the treatment of “blocker” investment vehicles interposed between tax-exempt investors and non-qualifying investments. In the event that any such proposals were to be adopted and applied to BDCs (or RICs), the treatment of dividends payable to tax-exempt investors could be adversely affected.

Taxation of Non-U.S. Holders

Whether an investment in the Common Shares is appropriate for a Non-U.S. Holder will depend upon that person’s particular circumstances. Non-U.S. Holders should consult their tax advisers before investing in the Common Shares.

Distributions of our “investment company taxable income” to Non-U.S. Holders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of federal withholding tax if paid to Non-U.S. Holders directly) will be subject to withholding of federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent such distributions do not exceed our current and accumulated earnings and profits unless an applicable exception applies. If the distributions are effectively connected with a U.S. trade or business of the Non-U.S. Holder (and, if a treaty applies, are attributable to a U.S. permanent establishment of the Non-U.S. Holder), we will not be required to withhold U.S. federal tax if the Non-U.S. Holder complies with applicable certification and disclosure requirements, (such as providing Form W-8ECI), although Non-U.S. Holders will be subject to U.S. federal income tax on distributions at the rates applicable to U.S. persons. Special certification requirements apply to a Non-U.S. Holder that is a non-U.S. partnership or a non-U.S. trust, and such entities are urged to consult their own tax advisers.

U.S.-source withholding taxes are generally not imposed on dividends paid by RICs to the extent the dividends are reported as “interest-related dividends” or “short-term capital gain dividends.” Interest-related dividends and short-term capital gain dividends generally represent distributions of interest or short-term capital gains that would not have been subject to U.S. withholding tax at the source if they had been received directly by a non-U.S. person, and that satisfy certain other requirements. No assurance can be given as to whether any of the Company’s distributions will be reported as eligible for this exemption from withholding tax. In addition, Non-U.S. Holders should be aware that U.S. withholding rules require the Company (or its withholding agent) to withhold on distributions in the absence of certainty as to whether such distributions are eligible for the exemption from withholding tax.

Since amounts designated as interest-related dividends may be reduced to the extent such amounts exceed the Company’s “qualified net interest income” for the taxable year in which such dividend is distributed, the Company will generally not be certain that the entire amount of mid-year distributions of interest-related dividends is, in fact, properly treated as such.

Accordingly, such distributions to Non-U.S. Holders may be subject to overwithholding by the Company (or its withholding agent). The Company intends to take measures to minimize the risk of such overwithholding. In addition, the Company may choose to hold such amounts in escrow until the year-end determination of qualified net interest income can be made. In such cases, the Company intends to promptly return any overwithheld amounts to Non-U.S. Holders subsequent to making such determinations. Alternatively, however, there is a risk that such overwithheld amounts may be remitted to the Internal Revenue Service and that a Non-U.S. Holder would be required to file a return with the Internal Revenue Service in order to claim a refund of such overwithheld amounts.

Actual or deemed distributions of our net capital gains to a Non-U.S. Holder, and gains realized by a Non-U.S. Holder upon the sale or redemption of its Common Shares (including a redemption of such Common Shares or upon

a liquidation of the Company), will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. Holder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) or, in the case of an individual, the Non-U.S. Holder was present in the United States for 183 days or more during the taxable year and certain other conditions are met. If we distribute our net capital gains in the form of deemed rather than actual distributions, a Non-U.S. Holder will be entitled to a U.S. federal income tax credit or tax refund equal to the allocable share of the corporate-level tax we pay on the capital gains deemed to have been distributed; however, in order to obtain the refund, the Non-U.S. Holder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the Non-U.S. Holder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return.

If any actual or deemed distributions of our net capital gains, or any gains realized upon the sale or redemption of Common Shares, are effectively connected with a U.S. trade or business of the Non-U.S. Holder (and, if an income tax treaty applies, are attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder), such amounts will be subject to U.S. income tax, on a net-income basis, in the same manner, and at the graduated rates applicable to, a U.S. Holder. For a corporate Non-U.S. Holder, the after-tax amount of distributions (both actual and deemed) and gains realized upon the sale or redemption of its Common Shares that are effectively connected to a U.S. trade or business (and, if a treaty applies, are attributable to a U.S. permanent establishment), may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

Under legislation commonly referred to as the “Foreign Account Tax Compliance Act” (“FATCA”) a 30% withholding tax is imposed on payments of certain types of income to non-U.S. financial institutions that fail to enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by U.S. persons (or held by non-U.S. entities that have U.S. persons as substantial owners) or that fail to meet the requirements of a relevant intergovernmental agreement. The types of income subject to the tax include U.S. source interest and dividends paid after June 30, 2014. Under proposed U.S. Treasury regulations, which may be relied upon until final U.S. Treasury regulations are published, there is no FATCA withholding on gross proceeds from the sale of any property that could produce U.S.-source interest or dividends or on certain capital gains distributions. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder’s account. In addition, subject to certain exceptions, a 30% withholding is also imposed on payments to non-U.S. entities that are not financial institutions unless the non-U.S. entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending on the status of a Non-U.S. Holder and the status of the intermediaries through which they hold their Common Shares, Non-U.S. Holders could be subject to this 30% withholding tax with respect to distributions on their Common Shares. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes.

Non-U.S. persons should consult their own tax advisers with respect to the U.S. federal income tax and withholding tax, and state, local and non-U.S. tax consequences of an investment in the Common Shares.

Tax Shelter Reporting Regulations

Under applicable Treasury regulations, if a U.S. Shareholder recognizes a loss with respect to the Company’s Common Shares of $2 million or more for a non-corporate U.S. Shareholder or $10 million or more for a corporate U.S. Holder in any single taxable year (or a greater loss over a combination of years), the U.S. Holder must file with the IRS a disclosure statement on Form 8886. Direct U.S. Holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. Holders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to U.S. Holders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Significant monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement. U.S. Holders should consult their own tax advisers to determine the applicability of these Treasury regulations in light of their individual circumstances.

Backup Withholding and Information Reporting

Backup withholding may apply to distributions on the Common Shares with respect to certain non-exempt U.S. Holders.

Such a U.S. Holder generally will be subject to backup withholding unless the U.S. Holder provides its correct taxpayer identification number and certain other information, certified under penalties of perjury, to the dividend paying agent, or otherwise establishes an exemption from backup withholding. Any amount withheld under backup withholding is allowed as a credit against the U.S. Holder’s U.S. federal income tax liability, provided the proper information is provided to the IRS.

U.S. information reporting requirements and backup withholding tax will not apply to dividends paid on the Common Shares to a Non-U.S. Holder, provided the Non-U.S. Holder provides a Form W-8BEN or Form W-8BEN-E (or satisfies certain documentary evidence requirements for establishing that it is a non-United States person) or otherwise establishes an exemption. Information reporting and backup withholding also generally will not apply to a payment of the proceeds of a sale of the Common Shares affected outside the United States by a non-U.S. office of a non-U.S. broker. However, information reporting requirements (but not backup withholding) will apply to a payment of the proceeds of a sale of the Common Shares effected outside the United States by a non-U.S. office of a broker if the broker (i) is a United States person, (ii) derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) is a “controlled foreign corporation” as to the United States, or (iv) is a non-U.S. partnership that, at any time during its taxable year is more than 50% (by income or capital interest) owned by United States persons or is engaged in the conduct of a U.S. trade or business, unless in any such case the broker has documentary evidence in its records that the holder is a non-U.S. holder and certain conditions are met, or the holder otherwise establishes an exemption. Payment by a United States office of a broker of the proceeds of a sale of the Common Shares will be subject to both backup withholding and information reporting unless the holder certifies its non-United States status under penalties of perjury or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld from payments made to a Shareholder may be refunded or credited against such Shareholder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We maintain our principal executive office at 200 Clarendon Street, 19th Floor, Boston, Massachusetts 02116. We do not own any real estate. We believe that our present facilities are adequate to meet our current needs. If new or additional space is required, we believe that adequate facilities are available at competitive prices in the same area.

Item 3. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 4. Mine Safety Disclosures.

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of December 31, 2025, we have begun accepting subscription agreements from investors for the private sale of our Common Shares. Prior to offering the Common Shares for sale, we accepted Subscription Agreements and issued common limited partnership interests to persons not affiliated with the Advisor in a private offering on February 5, 2025, in connection with which we received Capital Commitments of $105.2 million. We held a second private offering on April 8, 2025 for which we received Capital Commitments of $21.0 million, and a third private offering on August 22, 2025 for which we received Capital Commitments of $315.5 million. On November 3, 2025, in connection with the Conversion, the total Partners' Capital was $120.3 million which was converted into 6,014,515 of Common Shares.

As of December 31, 2025, we have issued and sold 6,014,515 Common Shares at an aggregate purchase price of $120.3 million to our investors. It is expected that all Common Shares will be issued and sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act.

As of March 26, 2026, there were approximately 5 holders of record of our Common Shares.

Item 6. Selected Financial Data,

The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.

Item 7. 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 financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page iii of this annual report.

Overview

We were formed on October 14, 2024 as a limited partnership under the laws of the State of Delaware.

We are an externally managed, non-diversified, closed-end management investment company. On September 9, 2025, we filed an election to be regulated as a BDC under the 1940 Act. We also intend to elect to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code and will make such an election beginning with the taxable year ending December 31, 2025. As a BDC and a RIC, we are, and will be 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 November 3, 2025, we completed our conversion to a Delaware statutory trust (the “Conversion”). In connection with the Conversion, we also changed our name to TCW Steel City Senior Lending BDC.

Prior to the Conversion, we conducted private offerings of our limited partnership interests to investors on February 5, 2025 (the “Inception”, or “Inception Date”), April 8, 2025, and August 22, 2025 in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and following the Conversion, we expect to conduct private offerings of our Class I Shares of beneficial interest, par value $0.01 (the “Common Shares”). At the closing of any private offering, each investor has and will make a capital commitment to purchase Common Shares (the “Capital Commitments”) pursuant to a subscription agreement entered into with us. Investors will be required to fund drawdowns to purchase Common Shares up to the amount of their respective Capital Commitments each time we deliver a notice to the investors. We commenced our investment activities in May 2025.

On February 5, 2025, we began accepting subscription agreements from investors for the private sale of our limited partnership interests and we completed the first closing of the sale of our limited partnership interests pursuant to which we received Capital Commitments of $105.2 million. On April 8, 2025, we completed the second closing of the sale of our limited partnership interests pursuant to which we received Capital Commitments of $21.0 million. On August 22, 2025, we completed the third closing of the sale of our limited partnership interests pursuant to which we received capital commitments of $315.5 million. On November 3, 2025, in connection with the Conversion, our total funded Capital Commitments were $120.3 million which were converted into 6,014,515 Common Shares.

As of December 31, 2025, we have sold 6,014,515 Common Shares for an aggregate offering price of $120.3 million. Each Shareholder is obligated to contribute capital equal to their Commitment and each Common Share’s Commitment obligation is $20.00 per share. The sale of the Common Shares 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 Common Share generally upon at least ten business days’ prior written notice to the Shareholders. The amount of capital that remains to be drawn down and contributed is referred to as an “Undrawn Commitment.”

We commenced operations during the first quarter of fiscal year 2025.

On November 4, 2025, we formed a wholly-owned subsidiary, TSC BDC Financing 1 LLC , a single member Delaware limited liability company designed to hold special purpose financing of ours.

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. The historical investment philosophy, strategy and approach of the Private Credit Group has not involved the use of payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although we do not currently expect the Private Credit Group to originate investments for us with PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. In addition, the Sub-Advisor may originate investments for us that involve the use of PIK interest features.

Our highly negotiated private investments may 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 will be towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments.

Expenses

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

We, and indirectly our Shareholders, will bear all costs, expenses and liabilities, other than Advisor Expenses or Sub-Advisor Expenses (each as defined below) (which shall be borne by the Advisor and Sub-Advisor, respectively), in connection with our operations, administration and transactions or prospective transactions (“Company Expenses”), including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Common Shares; (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 Advisor 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 (including expenses of senior advisors, industry experts, operating partners, and other similar professionals; provided, that only the allocable portion of the total fees, costs and expenses associated with such personnel attributable to their work relating to us will be treated as a Company Expense); (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 Common Shares and other securities; (h) Management Fees, Incentive Fees and sourcing fees; (i) administrator fees and expenses payable under the Administration Agreement including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations, including the allocable portion of the cost of our chief compliance officer, chief legal officer and chief financial officer and their respective staff; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Common Shares to the extent not borne by the relevant transferring Shareholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes or other governmental charges assessed against us; (n) Independent Trustees’ fees and expenses and the costs associated with convening a meeting of our Board of Trustees or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Shareholders or holders of any Preferred Shares, as well as the compensation of an investor relations professional responsible for the coordination and administration of the foregoing; (p) costs of any reports, proxy statements or other notices to Shareholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our financial statements and tax returns; (r) our allocable portion of the fidelity bond, trustees 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 financial statements or tax returns or providing similar “back office” financial services to us; (v) Advisor 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 the organizational documents or Investment Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with our termination, liquidation or dissolution 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.

“Advisor Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Advisor or any of its affiliates, including us, in connection with maintaining and operating the Advisor’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 investment management services for us. Advisor Expenses shall also include any expenses incurred by the Advisor or its affiliates in connection with the Advisor’s registration as an investment adviser under the Advisers Act, or with its compliance as a registered investment adviser thereunder.

“Sub-Advisor Expenses” means overhead and operating and administrative expenses incurred by or on behalf of the Sub-Advisor in furtherance of providing investment advisory services to us other than organizational expenses or the Company Expenses set forth above.

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 capitalized and deferred and are amortized over a 12-month period from incurrence. Since inception, we have expensed $4.4 million in organizational costs, of which $4.4 million was expensed during the year ended December 31, 2025. Prior to Conversion, we incurred $33.0 thousand of offering costs which were charged directly to Partners' capital. After Conversion, we have incurred $34.0 thousand of offering costs, of which $0 are capitalized on our Consolidated Statement of Assets and Liabilities and $34.0 thousand have been amortized as an expense on our Consolidated Statement of Operations.

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 2 to our consolidated financial statements for more information on our critical accounting policies.

Investments which 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 Trustees based on similar instruments, internal assumptions and the weighting of the 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.

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 include 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.

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 available pricing inputs. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, 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 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 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.

Income Recognition

Interest income is 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 period from February 5, 2025 to December 31, 2025 we did not earn any PIK interest 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 or loan 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 December 31, 2025, our portfolio consisted of 13 debt investments and two equity investments. Based on fair values as of December 31, 2025, our portfolio was 99.6% invested in debt investments which all senior secured term loans and revolving loans and 0.4% invested in equity investments which were common units and preferred units.

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 December 31, 2025:

Interest income including interest income paid-in-kind, was $8.4 million for the period from February 5, 2025 (“Inception”) to December 31, 2025.

Results of Operations

Our operating results for the period from February 5, 2025 (“Inception”) to December 31, 2025

were as follows (dollar amounts in thousands):

Total investment income

Total investment income for the period from February 5, 2025 (“Inception”) to December 31, 2025 was $8.4 million and was attributable to our portfolio of debt investments, which was composed of 13 debt investments as of December 31, 2025.

Total expenses

Expenses for the period from February 5, 2025 (“Inception”) to December 31, 2025 were as follows (dollar amounts in thousands):

Our total expenses for the period from February 5, 2025 (“Inception”) to December 31, 2025 were $9.5 million and were primarily due our commencement of investment and borrowing activity during the period. Our total expenses include organizational costs of $4.4 million, interest and credit facility expenses of $4.0 million and professional fees of $0.4 million for the period from February 5, 2025 (“Inception”) to December 31, 2025.

Net investment loss

Net investment loss for the period from February 5, 2025 (“Inception”) to December 31, 2025 was $1.1 million and was primarily due to our commencement of investing activity during the period.

Net realized gain on investments

Our net realized gain on investments for the period from February 5, 2025 (“Inception”) to December 31, 2025 was $14.0 thousand and was primarily attributable to the partial disposition of the Frost Buyer, LLC (CraftMark) term loan and the Tidal Investments, LLC term loan.

Net change in unrealized appreciation/(depreciation) on investments

Our net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments for the period from February 5, 2025 (“Inception”) to December 31, 2025 was $1.8 million and was primarily attributable to the following investments (dollar amounts in thousands):

Net increase in Net Assets from operations

Our net increase in Net Assets from operations during the period from February 5, 2025 (“Inception”) to December 31, 2025 was $0.7 million. The increase during the period from February 5, 2025 (“Inception”) to December 31, 2025 is primarily attributable to the commencement of operations which took place during the first quarter of fiscal year 2025.

Financial Condition, Liquidity and Capital Resources

On February 5, 2025, we began accepting subscription agreements from investors for the private sale of our limited partnership interests and we completed the first closing of the sale of our limited partnership interests pursuant to obtained Capital Commitments with an aggregate purchase price of $105.2 million. On April 8, 2025, we completed the second closing of the sale of our limited partnership interests pursuant to which we obtained Capital Commitments with an aggregate offering price of $21.0 million. On August 22, 2025, we completed the third closing of the sale of our limited partnership interests pursuant to which we obtained Capital Commitments with an aggregate offering price of $315.5 million. We also commenced operations during the three months ended March 31, 2025. We generate cash from (1) drawing down capital in respect of Common Shares, (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 Shareholders.

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

On April 21, 2025, we entered into a secured revolving credit agreement (the “Subscription Based Credit Agreement”) with Natixis, New York Branch (“Natixis”) as administrative agent and Versailles Assets LLC as committed lender. The Subscription Based Credit Agreement provides for a revolving credit line of up to $90.0 million (the “Maximum Commitment”) (the “Subscription Based Credit Facility”), subject to the lesser of the “Borrowing Base” assets or the Maximum Commitment (the “Available Commitment”). The Borrowing Base assets generally equal the sum of (a) 90% of certain eligible contributions of Included Investors (based on credit ratings as defined in the Subscription Based Credit Agreement), (b) 65% of certain eligible contributions of Designated Investors (based on credit ratings as defined in the Subscription Based Credit Agreement), and (c) 65% of certain eligible contributions of Special Included Investors (based on credit ratings as defined in the Subscription Based Credit Agreement). The Subscription Based Credit Agreement is generally secured by the Borrowing Base assets.

The Subscription Based Credit Facility has an initial commitment of $90.0 million and may be periodically increased in amounts designated by us, up to an aggregate amount of $500.0 million. The maturity date of the Subscription Based Credit Facility is April 21, 2027, 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 plus 1.10% or (b) adjusted SOFR rate calculated in a customary manner plus 2.10%.

On August 28, 2025, the Subscription Based Credit Facility Maximum Commitment was increased to $200.0 million.

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 December 31, 2025, we were in compliance with such covenants.

On October 24, 2025 we entered into the First Amendment to the Subscription Based Credit Facility (“Amendment No. 1”). Amendment No. 1 allows for us to draw on the credit facility on the same date as the request to draw.

On December 16, 2025, we entered into the Second Amendment to the Subscription Based Credit Facility (“Amendment No. 2”). Amendment No. 2 temporarily increased the Maximum Commitment to $250 million until January 30, 2026 (the “Scheduled Reduction Date”) at which time the Maximum Commitment will be reduced to $200 million. If, on the Scheduled Reduction Date, the outstanding principal balance exceeds the Maximum Commitment, we shall pay such excess to the administrative agent for the benefit of the lenders.

As of December 31, 2025, the Available Commitment under the Subscription Based Credit Agreement was $$26.2 million.

As of December 31, 2025, the amounts outstanding under the Subscription Based Credit Facility were $223.8 million. The carrying amount of the Subscription Based Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of December 31, 2025, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details; credit, market and liquidity risk and events; financial

health of the Company; place in the capital structure; interest rate; and terms and conditions of the Subscription Based Credit Facility.

Costs associated with the Subscription Based Credit Facility are recorded as deferred financing costs on our Statement of Assets and Liabilities and the costs are being amortized over the life of the Subscription Based Credit Facility. As of December 31, 2025, $1.2 million of such prepaid deferred financing costs has yet to be amortized.

The summary information regarding the Credit Facilities for the period from February 5, 2025 (“Inception”) to December 31, 2025 was as follows (dollar amounts in thousands):

We had the following unfunded commitments and unrealized depreciation by investment as of December 31, 2025:

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates.

Valuation Risk. The majority of our investments are in instruments that do not have readily ascertainable market prices and the Adviser, as our valuation designee, will value these securities at fair value as determined in good faith under procedures approved by our Board of Trustees. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of

investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk. As of December 31, 2025, 100% of our debt investments bore interest based on floating rates, such as SOFR. The interest rates on such investments generally reset by reference to the current market index after one to three months. As of December 31, 2025, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to three months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates. Based on our December 31, 2025 consolidated balance sheet, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure (dollar amounts in thousands):