10-K

Target Investment Criteria

The Company focuses on sourcing opportunities in businesses that tend to exhibit some or all of the following characteristics:

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History of Predictable, Positive Free Cash Flow. We seek to invest in companies that have a multi-year history of positive free cash flow that can be identified from audited financial statements. We attempt to manage adjustments when evaluating the predictability of cashflow streams as we believe that history can be a strong indicator of future performance.

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Experienced Management Teams. We seek to invest in companies with management teams that have a successful history managing businesses in their respective industries. We perform reference checks on key members of management and frequently develop relationships with management teams that are helpful in allowing us to monitor performance and anticipate future financing needs.

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Flexible Cost Structure. In our experience, companies with flexible cost structures provide a higher degree of downside protection than those with a high degree of operational leverage. As a result, we look to invest in businesses where cost structures are more variable in nature.

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Defensive Industries. We seek to invest in companies in defensive industries that can succeed throughout economic environments. In instances where we have been exposed to more cyclical industries, we have focused on lower loan-to-value opportunities collateralized by hard assets or long-term contractual cash flows with high quality counterparties.

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Reasonable Leverage. We seek to invest in businesses whose owners and management teams are focused on reasonable leverage relative to both the asset value and cash flow generation in all operating environments, avoiding businesses whose business models and economics depend heavily on leverage.

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Regulatory certainty. We seek to invest in opportunities that exhibit a stable regulatory environment, and where changes in regulations are unlikely to materially impact the value of our collateral and cash flows of the business.

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Low competitive intensity. We have historically preferred investing in businesses in industries where competition is low, and barriers to entry are high, resulting in less price competition, the ability to pass through inflationary costs, and generally higher margins and return on assets.

The industry composition of investments at fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025			December 31, 2024
Aerospace & Defense		4.26	%		4.72	%
Automotive		—			0.24
Banking, Finance, Insurance & Real Estate		7.28			6.82
Beverage, Food & Tobacco		3.26			0.46
Capital Equipment		2.16			3.23
Chemicals, Plastics & Rubber		1.88			1.50
Construction & Building		7.94			7.77
Consumer Goods: Durable		—			1.98
Consumer Goods: Non-durable		4.99			6.90
Containers, Packaging & Glass		1.43			1.72
Energy: Oil & Gas		—			0.05
Environmental Industries		0.33			0.40
Healthcare & Pharmaceuticals		8.77			6.53
High Tech Industries		8.19			4.66
Hotel, Gaming & Leisure		13.97			10.73
Media: Advertising, Printing & Publishing		6.50			2.60
Media: Broadcasting & Subscription		0.05			0.49
Media: Diversified & Production		2.41			1.68
Retail		—			1.92
Services: Business		15.35			18.38
Services: Consumer		7.70			8.84
Sovereign & Public Finance		—			1.11
Telecommunications		2.17			4.02
Transportation: Cargo		1.01			1.46
Transportation: Consumer		—			1.29
Wholesale		0.35			0.50
Total		100.00	%		100.00	%

Target Portfolio Characteristics

The Company aims to construct a unique and diversified portfolio comprised of senior secured loans, which may include “covenant-lite” loans (as defined below), to deliver high current yield with a compelling risk-reward profile. The portfolio may deviate from these long-term portfolio targets at various points in time due to market conditions and available investment opportunities.

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Leverage of ~50-52.5% of AUM

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Mix of liquid and private loans

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5% gross exposure individual investment limit

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>80% senior secured and unitranche loans

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>80% floating rate loans

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Debt maturities generally ranging from 3 to 8 years

There are no restrictions on the credit quality of the investments that the Company may make. Securities in which the Company may invest may be deemed by rating companies to have substantial vulnerability to default in payment of interest and/or principal. Other securities may be unrated. Lower-rated and unrated securities in which the Company may invest have large uncertainties or major risk exposures to adverse conditions, and are considered to be predominantly speculative. Generally, such securities offer a higher return potential than higher-rated securities, but involve greater volatility of price and greater risk of loss of income and principal.

Types of Principal Investments

First Lien Senior Secured Loans. These loans are generally the most senior financing in the capital structure, supported by first-priority liens on all or substantially all of the Portfolio Company’s collateral. First lien senior secured loans generally allow the borrower to defer the majority of principal repayments to the end of the loan term, and as a result there is a risk of loss if the borrower is unable to pay the lump sum or refinance the principal amount owed at maturity. In some instances we may structure these loans to provide for loan amortization of varying amounts over the loan term, excess cash flow sweeps, and sweeps on proceeds from asset sales.

Unitranche Loans. These loans are also generally characterized by being the most senior financing in the capital structure, supported by first-priority liens on all or substantially all of the Portfolio Company’s collateral. These loans differ from First Lien Senior Secured Loans in that they generally provide incremental proceeds to the borrower (beyond what a typical First Lien Senior Secured Loan would provide). In return, lenders generally receive a higher return on these loans. Unitranche loans generally allow the borrower to defer the majority of principal repayments to the end of the loan term, and as a result there is a risk of loss if the borrower is unable to pay the lump sum or refinance the principal amount owed at maturity. In some instances, we may structure these loans to provide for loan amortization of varying amounts over the loan term, excess cash flow sweeps, and sweeps on proceeds from asset sales.

Second Lien Loans. These loans are generally characterized by a second-out position in the capital structure, supported by second-priority liens on all or substantially all of the Portfolio Company’s collateral. Once all first lien loans have been repaid, remaining proceeds generally accrue to paying back the second lien loans before repayment of any other liabilities.

Preferred Investments. In a limited number of cases, the Company may make preferred investments in Portfolio Companies where we believe there is attractive downside protection relative to the opportunity to achieve higher rates of return. Returns may come in the form of a fixed rate of interest, or in the form of capital appreciation through a conversion feature. These investments are typically structured in a senior position to common equity and may impose restrictions on the Portfolio Company meant to protect our downside.

Equity Investments. In a limited number of cases, the Company may make equity investments in Portfolio Companies where we believe the potential returns are attractive and there is significant potential to enhance the overall yield to our investors.

The composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025							December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	6,345,127	$	6,345,143		99.28	%	$	4,380,981	$	4,375,355		96.61	%
Second lien debt		30,132		30,116		0.47			89,589		89,485		1.98
Subordinated debt		1,437		1,481		0.02			990		990		0.02
Equity and Other Investments		12,369		14,314		0.23			63,397		63,234		1.39
Total investments	$	6,389,065	$	6,391,054		100.00	%	$	4,534,957	$	4,529,064		100.00	%

BDT & MSD Advantage

We believe the Company is uniquely positioned to generate compelling risk-adjust returns in its target market for the following reasons:

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BDT & MSD’s Broad & Integrated Platform. BDT & MSD has built a strong reputation and established itself as a leading investor in credit, real estate equity, and private capital. BDT & MSD’s investment teams operate on an integrated platform and are able to work closely together and consistently share ideas. This allows the Credit Team to leverage BDT & MSD’s knowledge base to pursue attractive investment opportunities and diligence in a wide range of industries and companies. Additionally, the BDT & MSD investment teams are supported by an established infrastructure of legal, accounting, tax, IT, human capital, communication and fundraising professionals, among others. BDT & MSD considers its legal transactional team to be a unique differentiator in deal structuring and diligence.

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Credit Team’s Extensive Experience. The Credit Team is comprised of experienced professionals: the five portfolio managers average 29 years of industry experience and are supported by a team of 18 professionals with more than 10 years of industry experience on average. Additionally, the team is purposely made up of individuals with diverse investment backgrounds (private equity, venture capital, legal, accounting, consulting, etc.), which helps build a fulsome understanding of investment opportunities and risks.

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Reputation as a Solutions Provider. The leadership of the Credit Team has been providing loans for over 20 years and through its history has built long-standing relationships with borrowers, advisors and management teams. BDT & MSD has built a reputation for providing creative solutions to efficiently meet the financing requirements of borrowers. As a result, borrowers often seek out BDT & MSD and think of it as a competitive advantage to have BDT & MSD in their capital structure over other lenders.

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Value-Add to our Partners. The Credit Team is actively involved with its borrowers and is known for being a constructive partner who can use its extensive industry relationships to recruit best-in-class board members, management and operators. We are not just a capital provider, we are a long-term partner.

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Unique Sourcing Capabilities. BDT & MSD is able to source unique investment opportunities resulting from BDT & MSD’s strong brand, its advisory business and referrals from its global network of business-owning clients and investors, the Credit Team’s longstanding experience and expertise, and our reputation for being a solutions provider and partner. In the private credit markets we have sourced attractive opportunities because our unique capital base and constructive approach make us a desirable long-term partner. Similarly, in the liquid credit markets we leverage our vast network and knowledge base to uncover attractive opportunities across sectors and win substantial allocations.

Investment Process

Origination / Pre-Screen. The Credit Team will source opportunities through the Team's and broader BDT & MSD’s network of relationships with families and founders, companies, brokers, and private equity firms. We believe these relationships and the brand that BDT & MSD has built enables them to maximize deal flow, engage in a highly selective investment process, and provide the opportunity to construct a well-diversified portfolio. As opportunities are sourced, the investment team, which is generally composed of a Portfolio Manager, and other team members, as applicable, (the “Investment Team”), reviews the offering memorandum and other high-level information and screens the deal to determine if it fits BDT & MSD’s target investment criteria, taking into consideration economic terms and structure. In addition, the Team engages other BDT & MSD investment teams to understand any work previously performed in evaluating similar businesses or the respective industry. The screening process concludes with a discussion among the Credit Team’s investment committee whether to proceed with the opportunity. The Credit Team considers sponsor track record and reputation when deciding whether to pursue an investment.

Credit Evaluation. Once the decision has been made to move forward with an investment opportunity, a team of investment professionals will begin the formal due diligence process. This may include signing a confidentiality agreement or non-disclosure agreement to gain access to relevant financial and operational data for the underlying company. The Investment Team may attend meetings or phone calls with the prospective company’s management team, review historical audits, review forecasted financial information and third-party diligence reports, conduct independent research, engage experts in the relevant industry, and perform an analysis of base case and downside scenarios. The Investment Team also contacts BDT & MSD’s legal department to discuss the transaction, and gain insight into key issues that might be relevant in evaluating the credit and negotiating the terms. Throughout this process, the Investment Team and the portfolio managers communicate on a regular basis to discuss any diligence findings that materially alter the initial thesis. If we do not find a material issue in the underwriting process, and we are selected by the counterparty, we will move to the documentation stage.

Documentation. Once we move to definitive documentation, we engage our internal team of lawyers who – along with select third-party counsel, where applicable, with relevant sector expertise – work closely with the deal team to ensure that the documents reflect the Company’s agreement with the borrower.

Investment Monitoring. Once an investment has closed, the Investment Team that completed the underwriting will generally remain in charge of monitoring the investment. We take an active approach to monitoring all of our investments, including quarterly calls with management, updating internal financial and operational performance tracking, and evaluating comparable companies’ performance to benchmark the performance of our underlying portfolio companies. We hold weekly meetings with the Credit Team to discuss our portfolio companies, and we hold weekly meetings with the entire firm where we discuss macroeconomic news that may impact our individual portfolio companies.

Exit Strategies / Refinancing. While we generally expect to exit most investments through the refinancing or repayment of our debt, we may also engage in secondary market sales of investments.

Risk Ratings

We monitor the operational and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments in the underlying company or industry that may alter any material element of our original investment thesis. We discuss each position at least once quarterly to ensure the Investment Team, and the portfolio managers, are apprised of any material developments and to determine any required portfolio management actions.

We utilize an investment rating system to monitor the credit profile of our underlying portfolio companies. We use a five-level rating scale to classify individual investments.

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Investment Rating 1 – Investment is performing materially above expectations;

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Investment Rating 2 – Investment is performing above expectations;

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Investment Rating 3 – Investment is performing materially with expectations. All new loans received a rating of 3 at initial investment;

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Investment Rating 4 – Investment is performing materially below expectations. Investments with a rating of 4 receive more frequent attention from our team as the risks of impairment have increased substantially since investment. Loss of principal is not expected, however there may be lost interest; and

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Investment Rating 5 – Investment is performing materially below expectations and there is a high probability of impairment. Loss of principal and interest is probable.

The following table shows the investment rankings of the debt investments in our portfolio as of December 31, 2025 and December 31, 2024:


	As of December 31, 2025							As of December 31, 2024
Risk Rating	Fair Value		% of Portfolio			# of Investments		Fair Value		% of Portfolio			# of Investments
1	$	—		0.0	%		—	$	—		0.0	%		—
2		138,382		2.2			7		138,919		3.1			4
3		6,079,704		95.1			181		4,325,456		95.5			154
4		165,169		2.6			11		60,298		1.3			2
5		7,799		0.1			4		4,391		0.1			1
	$	6,391,054		100.0	%		203	$	4,529,064		100.0	%		161

Emerging Growth Company

We are an emerging growth company as defined in the JOBS 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 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We expect to remain an emerging growth company for up to five years following the completion of our initial public offering (“IPO”) or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues equals or exceeds $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 Exchange Act which would occur if the market value of our common stock 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 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 will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “1933 Act”) for complying with new or revised accounting standards.

The Private Offering

Common Stock

Pursuant to a private offering, we are offering shares of our common stock to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act in reliance on exemptions from the registration requirements of the 1933 Act (the “Private Offering”). There will be no limit on the number of shares or the amount of capital raised in connection with the Private Offering. Each investor will make a capital commitment to purchase shares of our common stock pursuant to a subscription agreement entered into with us. At each closing in the Private Offering, investors will be required to purchase additional shares up to the amount of their respective unfunded capital commitments. The first closing date took place on December 21, 2021 (“Initial Closing Date”). Additional closings are expected to occur from time to time as determined by the Company, and the final such closing will occur no later than the fifth anniversary of the Initial Closing Date, subject to a one-year extension at the discretion of the Board.

Series A Preferred Stock

On November 29, 2023, the Company issued 250 shares of its 12.0% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) for an aggregate offering price of $750,000. Each individual investor in the offering was entitled to purchase only one share of Series A Preferred Stock. Each holder of Series A Preferred Shares was entitled to a liquidation preference of $3,000.00 per share (the “Liquidation Value”), plus additional amounts as set forth in the Articles Supplementary to the Company’s Articles of Incorporation Relating to the 12.0% Series A Cumulative Preferred Stock. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up, the Series A Preferred Stock were senior to all other classes and series of the Company’s common shares to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Series A Preferred Stock. Holders of shares of the Series A Preferred Stock would not, however, participate in any appreciation in the value of the Company.

Dividends on each share of Series A Preferred Stock accrued on a daily basis at the rate of 12% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon, from and including the date of issuance to and including the date on which such Series A Preferred Share was redeemed. Dividends accrued whether or not they had been authorized or declared, whether or not the Company had earnings, and whether or not there were funds legally available for payment of dividends.

The 250 outstanding shares of Series A Preferred Stock were redeemed on December 15, 2025. The outstanding shares of Series A Preferred Stock were subject to redemption at any time, upon the approval of the Board, by notice of such redemption on a date selected by the Company for such redemption (the “Redemption Date”). Upon the redemption of the Series A Preferred Stock, each share of Series A Preferred Stock would be redeemed for a price, payable in cash on the Redemption Date, equal to 100% of such share’s Liquidation Value, plus all accrued and unpaid dividends to the Redemption Date, plus a redemption premium as follows: (1) if the redemption date occurs prior to the second anniversary of the date on which the Preferred Shares were originally issued, a redemption premium of $300; and (2) thereafter, no redemption premium. From and after the close of business on the Redemption Date, all dividends on the outstanding shares of Series A Preferred Stock ceased to accrue, such shares were no longer be deemed to be outstanding, and all rights of the holders of such shares (except the right to receive the redemption price for such shares from the Company) ceased.

Regulation as a Business Development Company

The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset 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 the Company’s business are any of the following:

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

satisfies any of the following:

does not have any class of securities that is traded on a national securities exchange;

ii.

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

iii.

is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

iv.

is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million;

Securities of any eligible portfolio company controlled by the Company;

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements;

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the eligible portfolio company;

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Significant Managerial Assistance. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. A BDC must also offer to make available to the issuer of the qualifying assets significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance. The Administrator or its affiliate provides such services on our behalf to portfolio companies that accept our offer of managerial assistance.

Temporary Investments. Pending investment in other types of qualifying assets, as described above, the Company’s investments can 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 are referred to herein, collectively, as temporary investments, so that 70% of the Company’s assets would be qualifying assets.

Issuance of Warrants, Options or Rights. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares of stock that it may have outstanding at any time. In particular, the amount of shares that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase shares cannot exceed 25% of the BDC’s total outstanding shares.

Senior Securities; Asset Coverage Ratio. The Company is generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our Shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150% (i.e., we can borrow $2 for every $1 of equity), if certain requirements are met. In connection with the organization of the Company, the Board and the Company’s initial shareholder authorized the Company to adopt the 150% asset coverage ratio.

In addition, while certain types of senior securities remain outstanding, the Company will be required to make provisions to prohibit the payment of any dividend distribution to our shareholders or the repurchase of such shares unless we meet the applicable asset coverage ratio at the time of the dividend distribution or repurchase. The Company will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary purposes, which borrowings would not be considered senior securities. The Company’s borrowings, whether for temporary purposes or otherwise, are subject to the asset coverage requirements of section 61(a)(1) of the 1940 Act.

Code of Ethics. The Company and the Adviser havre 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 personal securities transactions by the Company’s officers and the Adviser’s employees. The Company has also adopted a separate code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions by the Company’s independent directors. Individuals subject to these codes are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by the Company, so long as such investments are made in accordance with such code’s requirements. You may obtain copies of these codes of ethics by e-mailing our Adviser at compliance@bdtmsd.com, or by writing to our Adviser at Investor Relations IR@bdtmsd.com. The code of ethics is also available on the EDGAR database on the SEC’s website at www.sec.gov.

Affiliated Transactions. The Company may be prohibited under the 1940 Act from conducting certain transactions with its affiliates without the prior approval of our independent directors and, in some cases, the prior approval of the SEC.

The Company expects to co-invest on a concurrent basis with other affiliates of the Company and the Adviser, unless doing so would be impermissible under existing regulatory guidance, applicable regulations, the terms of any exemptive relief granted to the Company and its affiliates, and the allocation procedures of MSD. On June 9, 2025, the Company and certain of its affiliates were granted an order for co-investment exemptive relief by the SEC based on an updated model of co-investment order that was recently granted by the SEC (the “Order”). The Order supersedes the prior exemptive order granted on February 16, 2022, as amended on August 31, 2022. The Order permits the Company to participate in negotiated co-investment transactions with other funds managed by the Adviser and certain other affiliates pursuant to the conditions of the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things: (1) when the Company co-invests with an affiliated entity (as defined in the exemptive application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Company disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Company’s compliance with the conditions of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.

Other. The Company will be periodically examined by the SEC for compliance with the 1940 Act, and be subject to the periodic reporting and related requirements of the Exchange Act.

The Company is also required to provide and maintain a bond issued by a reputable fidelity insurance company to insure against larceny and embezzlement. Furthermore, as a BDC, the Company is prohibited from protecting any director or officer against any liability to shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

The Company is also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

The Company is not permitted to change the nature of its business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of its outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

Proxy Voting Policies and Procedure

We have delegated our proxy voting responsibility to the Adviser. A summary of the Proxy Voting Policies and Procedures of our adviser are set forth below. The guidelines are reviewed periodically by the Adviser and our non-interested directors, and, accordingly, are subject to change.

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

The Adviser votes proxies relating to our portfolio securities in the best interest of Shareholders. The Adviser reviews on a case-by-case basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a negative impact on our investments, it may vote for such a proposal if there exists compelling long-term reasons to do so. The proxy voting decisions of the Adviser are made by the senior investment professionals who are responsible for monitoring each of our investments. To ensure that our vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to a managing member of the Adviser any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

You may obtain information about how we voted proxies by making a written request for proxy voting information to: MSD Investment Corp., 550 Madison Avenue, 20th Floor, New York, NY 10022.

We are committed to maintaining the privacy of our Shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we may have access to, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, we do not receive any non-public personal information relating to our Shareholders, although certain non-public personal information of our Shareholders may become available to us. We do not disclose any non-public personal information about our Shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service Shareholder accounts (for example, through a transfer agent or third-party administrator).

We restrict access to non-public personal information about our Shareholders to employees of our investment adviser and its affiliates with a legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our Shareholders.

Reporting Obligations

We will furnish our Shareholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website at www.sec.gov.

Taxation as a Regulated Investment Company

We have elected, and intend to qualify annually, to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code; however no assurance can be given that we will be able to maintain our RIC tax treatment. As a RIC, we generally will not be subject to U.S. federal income tax on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends. Rather, dividends distributed by us generally will be taxable to our shareholders, and any net operating losses, foreign tax credits and other tax attributes of ours generally will not pass through to our shareholders, subject to certain exceptions and special rules for certain items such as net capital gains and qualified dividend income recognized by us.

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 be eligible to be taxed as a RIC, we generally must timely distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses (the “Annual Distribution Requirement”). The following discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

If the Company:

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qualifies as a RIC; and

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satisfies the Annual Distribution Requirement,

then we will not be subject to U.S. federal income tax on the portion of our income that is timely distributed (or is deemed to be timely distributed) to our shareholders. We will be subject to U.S. federal income tax imposed at corporate rates on any income and capital gains that we do not distribute (or are deemed to distribute) to our shareholders. If we fail to qualify as a RIC, and certain relief provisions are not applicable, we will be subject to U.S. federal income tax imposed at regular corporate rates on our income and capital gains, regardless of whether such amounts are distributed (or deemed distributed) to our shareholders.

We will be subject to a nondeductible 4% U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner each calendar year an amount at least equal to the sum of (1) 98% of our net 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) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (the “Excise Tax Distribution Requirement”). While we intend to make distributions to our shareholders in each taxable year that will be sufficient to avoid any U.S. federal excise tax on our earnings, there can be no assurance that we will be successful in entirely avoiding this tax.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

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continue to qualify as a BDC under the 1940 Act at all times during each taxable year;

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derive in each taxable year at least 90% of gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale or other taxable disposition of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the business of investing in such stock or securities (the “90% Income Test”); and

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diversify our holdings so that at the end of each quarter of the taxable year:

at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

no more than 25% of the value of our assets is invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of certain “qualified publicly traded partnerships” (the “Diversification Tests”).

For U.S. federal income tax purposes, we may be required to include in our taxable income certain amounts that we have not yet received in 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 PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in our taxable income in each year the portion of the original issue discount that accrues over the life of the obligation, regardless of whether we receive cash representing such income in the same taxable year. We may also have to include in our taxable income other amounts that we have not yet received in cash, such as accruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Because original issue discount or other amounts accrued will be included in the our investment company taxable income for the year of accrual and before we receive any corresponding cash payments, we may be required to make a distribution to shareholders in order to satisfy the Annual Distribution Requirement, even though we would not have received any corresponding cash payment.

Accordingly, to enable us to satisfy the Annual Distribution Requirement, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). If we are unable to obtain cash from other sources to enable us to satisfy the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to U.S. federal income tax imposed at corporate rates (and any applicable state and local taxes).

We may be prevented by financial covenants contained in our debt financing agreements, if any, from making distributions to our Shareholders. In addition, under the 1940 Act, we are generally not permitted to make distributions to our Shareholders while our debt obligations and other senior securities are outstanding unless certain ‘‘asset coverage’’ tests are met. Limits on distributions to our Shareholders may prevent us from satisfying the Annual Distribution Requirement and, therefore, may jeopardize our qualification for taxation as a RIC or subject us to the 4% U.S. federal excise tax.

Although we do not presently expect to do so, we may borrow funds and sell assets in order to make distributions to our shareholders that are sufficient for us to satisfy the Annual Distribution Requirement. However, our ability to dispose of assets may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the Annual Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income 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 the Company 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% Income Test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.

A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such losses indefinitely, and use them to offset capital gains. Due to these limits on the deductibility of expenses, over the course of one or more taxable years we may have, for U.S. federal income tax purposes, aggregate taxable income for several years that we are required to distribute and that is taxable to shareholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, a shareholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.

Investment income received from sources within foreign countries, or capital gains earned by investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty may be 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of or exemption from withholding tax on investment income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our assets to be invested within various countries is not now known. We do not anticipate being eligible for the special election that allows a RIC to treat foreign income taxes paid by such RIC as paid by its stockholders.

If we purchase shares in a “passive foreign investment company,” or PFIC, we may be subject to U.S. federal income tax on any “excess distribution” received on, or any gain from the disposition of such shares. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distributions or gains. This additional tax and interest may apply even if we make a distribution as a taxable dividend by us to our shareholders in an amount equal to (1) any excess distribution, or (2) the gain from the dispositions of such shares. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund”, or 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-to-market at the end of each taxable year our shares in a PFIC; 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 included in our income. Under either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement.

If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation, or “CFC,” we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power of all classes of shares of a corporation or 10% or more of the total value of all classes of shares of a corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and such income will be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement.

Income inclusions from a QEF or a CFC will be “good income” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks and securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.

Foreign exchange gains and losses realized by us in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which a RIC must derive at least 90% of its annual gross income.

Failure to Qualify as a RIC

If we fail to qualify for treatment as a RIC, and certain relief provisions are not applicable, we will be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates (and also will be subject to any applicable state and local taxes), regardless of whether we make any distributions to our shareholders. In any taxable year that we do not qualify as a RIC, distributions would not be required and, if distributions were made, any such distributions would be taxable to our shareholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, any such distributions would be eligible for the 20% maximum rate applicable to non-corporate taxpayers, and corporate distributees would be eligible for the dividends-received deduction. 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 adjusted tax basis, and any remaining distributions would be treated as a capital gain.

Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we will be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized during the five-year period after our requalification as a RIC, unless we made a special election to pay U.S. federal income tax at corporate rates on such built-in gain at the time of our qualification or requalification as a RIC.

Item 1A. Risk Factors.

Investing in our common stock involves significant risks. An investor should consider, among other factors, the risk factors set forth below, which are subject to (or, if applicable, modified by) the requirements and obligations described in the Subscription Agreement before making a decision to purchase our common stock. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Summary of Principal Risk Factors

The following is a summary of the principal risks that you should carefully consider before investing in our securities.

We are subject to risks related to our business and structure, including, but not limited to, the following:

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Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.

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We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.

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Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.

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We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.

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The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.

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Regulations governing our ownership of loans, as well as uncertainty surrounding such regulation, may affect our ability to invest efficiently, which could negatively impact our business and results of operations.

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We are subject to risks related to corporate social responsibility.

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We are subject to litigation risk associated with our business operations.

We are subject to risks related to an investment in our Shares, including, but not limited to, the following:

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A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.

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Certain provisions of our charter and actions of our Board could deter takeover attempts and have an adverse impact on the value of shares of our common stock.

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Investing in our securities involves a high degree of risk.

We are subject to risks related to our investments, including, but not limited to, the following:

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Our investments in portfolio companies may be risky, and we could lose all or part of our investments.

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Our investment portfolio is recorded at fair value as determined in good faith by the Adviser, as the valuation designee, subject to the continued oversight of the Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

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A lack of liquidity in our investments may adversely affect us.

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Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

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Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold, which could harm our operating results.

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We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interest in our portfolio companies.

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International investments create additional risks.

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Our portfolio may be focused on a limited number of portfolio companies or industries, which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.

We are subject to risks related to the economy, including, but not limited to, the following:

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Economic recessions or downturns could impair our portfolio companies and harm our operating results.

We are subject to risks related to our Adviser and its affiliates, including, but not limited to, the following:

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The Adviser and its affiliates may face conflicts of interest, which could result in increased risk-taking by us.

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Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.

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We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.

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Because our business model depends to a significant extent upon our Adviser’s relationships with corporations, financial institutions and investment firms, the inability of our Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

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We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.

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Our ability to enter into transactions with our affiliates is restricted.

We are subject to risks related to U.S. federal income tax including, but not limited to, the following:

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We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain qualification as a RIC under Subchapter M of the Code.

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We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

Risks Related to Our Business and Structure

Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, fail to attract or retain talent, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.

We do not have any employees, and we have no internal management capacity other than our appointed executive officers. Accordingly, we are dependent upon the investment expertise, skill and network of business contacts of our Adviser to actively manage our investment portfolio and to achieve our investment objective. Our Adviser will evaluate, negotiate, execute, monitor, and service our investments. Our success will depend to a significant extent on the continued service and coordination of our Adviser, including its key professionals, to identify, analyze, invest in, finance, and monitor companies that meet our investment criteria. Our Adviser’s capabilities in structuring the investment process, and providing competent, attentive and efficient services to us depend on the involvement of investment professionals of adequate number and sophistication to match the corresponding flow of transactions. To achieve our investment objective, our Adviser may need to retain, hire, train, supervise, and manage new investment professionals to participate in our investment selection and monitoring process. Our Adviser may not be able to find qualified investment professionals in a timely manner or at all. Any failure to do so could have a material adverse effect on our business, financial condition and results of operations. The departure of a significant number of key professionals from our Adviser could have a material adverse effect on our ability to achieve our investment objective.

In addition to the above dependencies, the Adviser’s investment professionals are actively involved in managing the investment decisions of other funds, as well as investment decisions of other clients of MSD. Accordingly, these investment professionals will have demands on their time for the investment, monitoring and other functions of other funds and other clients advised by the Adviser. See “Risks Related to our Adviser and its Affiliates -- We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.” There can be no assurance that the Adviser’s investment professionals will continue to be associated with the Adviser throughout the Company’s life, and the failure to attract or retain such investment professionals could have a material adverse effect on us and our Shareholders, including, for example, by limiting the Adviser’s ability to pursue particular investment strategies discussed herein. Competition in the financial services industry for qualified employees is intense, and there is no guarantee that the talents of the Adviser’s investment professionals could be replaced. Our continued ability to effectively manage our portfolio depends on the Adviser’s ability to attract new employees and to retain and motivate its existing employees.

We rely on a substantial number of personnel of BDT & MSD, counterparties and other service providers. Accordingly, risks associated with errors of such personnel are inherent in our business and operations. Further, misconduct by such personnel could cause significant losses. MSD employee misconduct may include binding us to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from misconduct by such personnel, including, without limitation, failing to recognize trades and misappropriating assets. In addition, such personnel may improperly use or disclose confidential information. Any misconduct by such personnel could result in litigation or serious financial harm to us, including limiting our business prospects or our future marketing activities. Although the Adviser and its affiliates will adopt measures to prevent and detect employee misconduct and to transact with reliable counterparties and third party providers, such measures may not be effective in all cases.

Finally, the Investment Advisory Agreement has a termination provision that allows the agreement to be terminated by the vote of a majority of our Board, or by a majority of the holders of our outstanding voting securities, on 60 days’ notice, without penalty. Furthermore, the Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by the Adviser. If the Adviser resigns or is terminated, or if we do not obtain the requisite approvals of shareholders and our Board to approve an agreement with the Adviser after an assignment, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms prior to the termination of the Investment Advisory Agreement, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption and costs under any new agreements that we enter into could increase. Our financial condition, business and results of operations, as well as our ability to meet our payment obligations under our indebtedness and pay distributions, are likely to be adversely affected, and the value of our common stock may decline.

We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.

The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. However, we have in the future intend to borrow from, and may in the future issue debt securities to, banks, insurance companies and other lenders. Lenders of these funds will have fixed dollar claims on our assets that are superior to the claims of common Shareholders, and we would expect such lenders to seek recovery against its assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. In addition, under the terms of a Credit Facility and any borrowing facility or other debt instrument that we may enter into, we are likely to be required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make dividend payments on its common stock or preferred stock. Our ability to service any debt will depend largely on its financial performance and will be subject to prevailing economic conditions and competitive pressures.

We are required to meet a coverage ratio of total assets to total borrowings and other senior securities of at least 150%. As a BDC, we are generally required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that it may issue in the future, of at least 200%. If this ratio declines below 150%, we will not be able to incur additional debt and could be required to sell a portion of our investments to repay some debt when it is otherwise disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions. The amount of leverage that we employ will depend on the Adviser’s and the Board’s assessment of the market and other factors at the time of any proposed borrowing. We cannot ensure that we will be able to obtain credit at all or on terms acceptable to us.

Finally, a Credit Facility will, and any future debt facilities may, impose financial and operating covenants that restrict our business activities, including limitations that hinder our ability to finance additional loans and investments or to make the distributions required to maintain our qualification as a RIC under the Code.

Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.

The Company has entered into multiple Credit Facilities, including through SPV I, the Company’s wholly-owned subsidiary, which entered into a senior secured revolving credit facility with Deutsche Bank AG, New York Branch (the “SPV I Facility”); through SPV II, the Company’s wholly-owned subsidiary, which entered into a loan and security agreement with Citizens Bank, N.A. as lender and administrative agent, the Company as collateral manager, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (the “SPV II Facility”); a senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “Revolving Credit Facility”); through Repurchase Obligations with Macquarie Bank Limited (the “Repurchase Obligation”); a term debt securitization (the “2023 Debt Securitization”); and through Unsecured Notes, inclusive of Series A, Series B, Series C, Series D, Series E, Series F, Series G, 2030 Notes, and 2031 Notes (“Notes“). The closing of a Credit Facility is contingent on a number of conditions including, without limitation, the negotiation and execution of definitive documents relating to such Credit Facility. The Company intends to use borrowings under each Credit Facility to make additional investments, repay outstanding indebtedness, and for other general corporate purposes. There can be no assurance that the Company will be able to close any additional Credit Facilities or obtain other financing in the future.

In the event the Company defaults under a Credit Facility or any other future borrowing facility, the Company’s business could be adversely affected as the Company may be forced to sell a portion of its investments quickly and prematurely at what may be disadvantageous prices in order to meet outstanding payment obligations and/or support working capital requirements under such Credit Facility or such future borrowing facility, any of which would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under the relevant Credit Facility or such future borrowing facility could assume control of the disposition of any or all of the Company’s assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. As part of certain Credit Facilities, the right to make capital calls of Shareholders may be pledged as collateral to the lender, which will be able to call for capital contributions upon the occurrence of an event of default under such Credit Facility. To the extent such an event of default does occur, Shareholders could therefore be required to fund any shortfall up to their remaining capital commitments, without regard to the underlying value of their investment.

We are subject to risks associated with the 2023 Debt Securitization.

As a result of our debt securitization, including the 2023 Debt Securitization, we are subject to a variety of risks, including those set forth below. We use the term “debt securitization” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical debt securitization, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In our debt securitization, institutional investors purchase certain notes issued by our indirect, wholly-owned subsidiary, in private placements. Pursuant to a collateral management agreement governing our debt securitization, we may incur liability as the collateral manager to our indirect, wholly-owned subsidiary. Additionally, as collateral manager to our indirect, wholly-owned subsidiary, we manage multiple tranches of debt associated with the debt securitization. We also hold equity in the debt securitization, and this first loss position may create a more concentrated risk of loss compared to our overall portfolio.

Refinancing Risk

We cannot assure you that the Company’s business will generate sufficient cash flow from operations or that future borrowings will be available to the Company under existing Credit Facilities or otherwise in an amount sufficient to enable the Company to pay its indebtedness or to fund other liquidity needs. We may need to refinance all or a portion of the Company’s indebtedness on or before it matures, including the Credit Facilities. However, we cannot assure shareholders that the Company will be able to refinance any of its indebtedness on commercially reasonable terms or at all. If we cannot service the Company’s indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure shareholders that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our shareholders or on terms that would not require us to breach the terms and conditions of the Company’s existing or future debt agreements.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage.

The Company will not generally be able to issue and sell its Common Stock at a price below its then-current net asset value per share. Pursuant to Section 23 of the 1940 Act, the Company is required to determine the net asset value of its shares within 48 hours prior to the sale of its shares. The Company may, however, sell Common Stock, or warrants, options or rights to acquire the Company’s Common Stock, at a price below the then-current net asset value per share of the Company’s Common Stock if the Board determines that such sale is in the Company’s best interests, and if Shareholders approve such sale. In any such case, the price at which the Company’s securities are to be issued and sold may not be less than a price that, in the determination of the Valuation Designee (as defined below), closely approximates the fair value of such securities (less any distributing commission or discount). If the Company raises additional funds by issuing Common Stock or senior securities convertible into, or exchangeable for, its Common Stock, then the percentage ownership of Shareholders at that time will decrease, and Shareholders may experience dilution.

The credit markets are volatile and the availability of, and commercially reasonable terms associated with, indebtedness may be difficult to ascertain. Because of this, there can be no assurance that the Company will be able to obtain indebtedness or that indebtedness will be accessible by the Company at any time. If indebtedness is available to the Company, there can be no assurance that such indebtedness will be on terms favorable to the Company and/or terms comparable to terms obtained by competitors, including with respect to interest rates. The terms of any indebtedness are expected to vary based on the counterparty, timing, size, market interest rates, other fees and costs, duration, advance rates, eligible investments, ability to borrow in currencies other than the U.S. dollar and Investor creditworthiness and composition. Moreover, market conditions or other factors may cause or permit the amount of leverage employed by the Company to fluctuate over their life. Furthermore, the Company may seek to obtain indebtedness on an investment-by-investment basis and leverage may not be available or may be available on less desirable terms in connection with particular investments.

Certain state laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the servicing and collection of principal and/or interest on the loans owned by or otherwise underlying the Company’s investments.

The loans may also be subject to U.S. federal laws, including:

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the U.S. federal Truth-in-Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to the borrowers regarding the terms of loans;

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the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act, in the extension of credit; and

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the Fair Credit Reporting Act, which regulates the use and reporting of information related to the borrower’s credit experience.

Violations of certain provisions of these U.S. federal laws may limit the ability of the applicable loan servicer to collect all or part of the principal of or interest on the loans. In addition, violations of certain provisions of these U.S. federal laws could subject the Company to damages and administrative enforcement and could result in the borrowers rescinding such loans against either the Company or subsequent holders of such loans.

Owning loans involves the collection of numerous accounts and compliance with various U.S. federal, state and local laws that regulate consumer lending. Owners of loans and servicers may be subject from time to time to various types of claims, legal actions (including class action lawsuits), investigations, subpoenas and inquiries in the course of their business. It is impossible to predict the outcome of any particular actions, investigations or inquiries or the resulting legal and financial liability. If any such proceeding were determined adversely to the Company or any of its affiliates or any other servicer and were to have a material adverse effect on its financial condition, the ability of such servicer to service the loans could be impaired.

The Company may purchase loans that either are subject to regulatory scrutiny or are so new that no clear legal guidelines have been established with respect to the regulation and compliance of such businesses with existing laws, rules and regulations. Therefore, there will be little or no legal authority or precedent governing the practices of the sellers of those loans or, in fact, of the status of those loans. While the Adviser believes that each loan purchased by the Company will be in compliance with applicable laws, rules and regulations, in many cases it might not be possible for the Company to be certain that this is the case or that the loans otherwise will not be subject to regulatory or civil challenge. Moreover, although the Adviser will seek to ensure that borrowers operate their businesses in accordance with applicable law, there can be no assurance that each such business will continue to be so operated or that the law will remain constant or that government regulators or civil litigants will not challenge the legality of the business operations of the borrowers subject to the loans purchased by the Company.

The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Any such changes or prolonged uncertainty surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. ESG issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation. Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders, regulators, and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude companies, such as us, from their investing portfolios altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our then indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with any actual or proposed regulations. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

Our competitors include both existing and newly formed equity and debt focused public and private funds, other BDCs, investment banks, venture-oriented commercial banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of capital and access to funding sources (including deposits) that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our ability to be subject to tax treatment as a RIC. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to offer.

The competitive pressures we face may have a material adverse effect on our financial condition, results of operations and cash flows. We believe that some competitors may make loans with rates that are comparable or lower than our rates. We may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

In addition, we believe a significant part of our competitive advantage stems from the fact that the market for investments in small, fast-growing, private companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms.

New or modified laws or regulations governing our operations could adversely affect our business.

We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. Despite political tensions and uncertainty, changes in federal policy, including tax policies, as well as the positions of regulatory agencies are expected to occur over time through policy and personnel changes, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch. Any new or changed laws or regulations, as well as changes in the positions, or existence, of regulatory agencies, which may lead to changes in the level of oversight in the financial service industry, could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term. The nature, timing and economic effects of any potential changes to the current legal and regulatory framework affecting the financial service industry remains uncertain.

We are subject to litigation risk associated with our business operations.

Should we need to collect on a defaulted loan, litigation could result. There is a high cost associated with any litigation and the results of litigation are always uncertain. Even before litigation is commenced, we could experience substantial costs in trying to collect on defaulted investments, such as legal fees, collection agency fees, or discounts related to the assignment of a defaulted loan to a third party. Our investment activities may further subject us to the risks and costs of becoming involved in litigation with third parties due to, among other reasons, the fact that different investor groups may have qualitatively different, and frequently conflicting, interests with respect to certain investments. The risk of litigation with third parties will be elevated in situations where we exercise control or significant influence over an issuer’s direction, including where we own or are otherwise affiliated with a loan servicer or originator, as loan originators are routinely involved in legal proceedings concerning matters that arise in the ordinary course of their business and, on occasion, are the subject of regulatory actions by state and federal regulators. Such proceedings or actions may adversely affect such companies’ financial results. Furthermore, we may be required to pay legal fees, settlement costs, damages, penalties or other charges, any or all of which could materially adversely affect us and our investments.

We are subject to cybersecurity risks.

The Company depends on the Adviser to develop and implement appropriate systems for the Company’s activities. The Company relies extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes including, without limitation, to trade, clear and settle securities transactions, to evaluate certain securities based on real-time trading information, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of the Company’s activities. In addition, certain of the Company’s and the Adviser’s operations interface will be dependent on systems operated by third parties, including its prime brokers, the Administrator, market counterparties and their sub-custodians and other service providers, and the Company or Adviser may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by computer “worms”, viruses and power failures. Any such defect or failure could have a material adverse effect on the Company. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the Company’s ability to monitor its investment portfolio and its risks.

As part of its business, the Adviser processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Company and personally identifiable information of the Shareholders. Similarly, service providers of the Adviser, the Company, especially the Administrator, may process, store and transmit such information. The Adviser has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Adviser may be susceptible to compromise, leading to a breach of the Adviser’s network. The Adviser’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by the Adviser to the Shareholders may also be susceptible to compromise. Breach of the Adviser’s information systems may cause information relating to the transactions of the Company and personally identifiable information of the Shareholders to be lost or improperly accessed, used or disclosed. The rapid evolution and scale of artificial intelligence technologies also may increase the likelihood or effectiveness of a cyberattack against us, the Adviser, or our third-party service providers. For example, artificial intelligence-enabled fraud can materially impact the effectiveness of our traditional cybersecurity controls by accelerating and scaling social engineering, creating realistic synthetic documents, and defeating common authentication methods.

The service providers of the Adviser, and the Company, are subject to the same electronic information security threats as the Adviser. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Company and personally identifiable information of the Shareholders may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of the Adviser’s or the Company’s proprietary information may cause the Adviser or the Company to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Company and in turn the Company and the Shareholders’ investments therein.

Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.

There continues to be significant evolution and developments in the use of artificial intelligence (“AI”) technologies, such as ChatGPT. We cannot fully determine the impact or cybersecurity risk of such evolving technology to our business at this time. We may incorporate, directly or through third-party vendors, the use of AI into our business and operations, and anticipate that usage and adoption of AI in the marketplace will continue to grow. As with many disruptive innovations, AI presents risks and challenges that could affect its accuracy adoption and therefore our business. While we intend the use of any AI to make processes more efficient, AI models may not achieve sufficient levels of accuracy. AI algorithms may be flawed, the datasets on which such algorithms are trained may be insufficient, raise privacy concerns or contain biased information, which could undermine the decisions, predictions or analysis of AI applications produce, subjecting us to competitive harm, legal liability, and brand or reputational harm. A number of jurisdictions have passed laws and implemented regulations, or are considering the same, related to the use of AI and affecting AI companies, which could limit or adversely affect our business. Further, we may not be able to control how third-party AI technologies that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.

The majority of the Company’s shares are held and controlled by one entity.

While shares of the Company are held by a number of entities, a substantial percentage of shares are held and controlled by entities with the same ultimate beneficial owner. As a result, the voting power of the Company is highly concentrated. Unless and until the Company’s share ownership becomes more diversified, any matters brought before the Company’s shareholders will likely be controlled by the vote of the controlling entities. To the extent an individual shareholder’s interests differ from those of the controlling entities with respect to any matter brought before the shareholders for a vote, such shareholder’s vote will likely not be sufficient to change the outcome of the vote.

Risks Related to an Investment in Our Shares

A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.

Our shareholders do not have preemptive rights to purchase any shares we issue in the future. Our charter authorizes us to issue up to 100 million shares of common stock. Pursuant to our charter, a majority of our entire Board may amend our charter to increase the number of shares of common stock we may issue without shareholder approval. Our Board may elect to sell additional shares in the future or issue equity interests in private offerings. To the extent we issue additional equity interests at or below net asset value, your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your shares.

Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price below then-current net asset value per share, which may be a disadvantage as compared with other companies. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the then-current current net asset value of our common stock if our Board and independent directors determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, including a majority of those shareholders that are not affiliated with us, approve such sale. 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, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our shareholders at that time will decrease and you will experience dilution.

Certain provisions of our charter and actions of our Board could deter takeover attempts and have an adverse impact on the value of shares of our common stock.

Our charter, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire us. Our Board is divided into three classes of directors serving staggered three-year terms, which could prevent shareholders from removing a majority of directors in any given election. Our Board may, without shareholder action, authorize the issuance of shares in one or more classes or series, including shares of preferred stock; and our Board may, without shareholder action, amend our charter to increase the number of shares of our common stock, of any class or series, that we will have authority to issue. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of shares of our common stock the opportunity to realize a premium over the value of shares of our common stock.

Investing in our securities involves a high degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options, including volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

Risks Related to Our Investments

Our investments in portfolio companies may be risky, and we could lose all or part of our investments.

All investments risk the loss of capital. No guarantee or representation is made that an investment in the Company will be successful. The Company’s investment program will involve, without limitation, risks associated with limited diversification, use of leverage, credit deterioration and default risks, systems risks and other risks inherent in the Company’s activities. Certain investment techniques of the Company can, in certain circumstances, substantially increase the impact of adverse market movements to which the Company may be subject. In addition, the Company’s investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Company invests its assets.

The Company’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted.

Our strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle market companies, with a focus on originated transactions sourced through the networks of our Adviser. Short transaction closing timeframes associated with originated transactions coupled with added tax or accounting structuring complexity and international transactions may result in higher risk in comparison to non-originated transactions.

Most debt securities in which we intend to invest will not be rated by any rating agency and, if they were rated, they would be rated as below investment grade quality and are commonly referred to as “high yield” or “junk.” Debt securities rated below investment grade quality are generally regarded as having predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal. In addition, some of the loans in which we may invest may be “covenant-lite” loans. We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Additionally, the rapid emergence of AI-first companies and generative AI tools poses significant competitive threats to traditional business models.

AI companies have announced vertical-specific applications that challenge incumbents. It is possible that AI agents and autonomous AI systems could displace traditional business applications. Our portfolio companies may face margin pressure, customer churn, and declining recurring revenue if they fail to effectively integrate AI capabilities, differentiate their offerings from AI-native competitors, or adapt their technology platforms to meet evolving customer expectations for AI-powered functionality.

We may be subject to risks associated with our investments in the software industry.

The revenue, income (or losses) and valuations of software and other technology-related companies, including companies focused on the development of artificial intelligence, can and often do fluctuate suddenly and dramatically. The continued expansion may also lead to inflated or unstainable valuations for certain companies, particularly in the absence of consistent revenue or profitability. If valuations are not supported by long-term fundamentals, a correction in the market could result in substantial losses for our investments in the software industry. This risk is heightened in an environment where market sentiment and investor enthusiasm for artificial intelligence-driven innovation may outpace actual business performance of certain software and other technology-related companies, which may result in the valuation of such portfolio companies being negatively impacted by broader economic or market shifts.

In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies that may be considered a part of the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations. The Company has made and may make in the future investments in portfolio companies that would be considered software. As of December 31, 2025, such investments represented approximately 8% of the Company’s total portfolio investments at approximately $524 million. Based on the Company’s current industry classifications, which does not include a software specific classification, such investments are currently classified under other industry categorizations in the Consolidated Schedule of Investments.

Our investment portfolio is recorded at fair value as determined by the Valuation Designee in accordance with procedures established by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

Many of our Portfolio Investments take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not publicly traded may not be readily determinable and are valued at fair value as determined in good faith by the Valuation Designee, including to reflect significant events affecting the value of our investments. Most, if not all, of our investments (other than cash and cash equivalents) will be classified as Level 3 assets under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, Fair Value Measurement and Disclosures (“ASC 820”). This means that our portfolio valuations will be based on unobservable inputs and our assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our Portfolio Investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We have retained the services of one or more independent service providers to review the valuation of these loans and securities. The types of factors that may be taken into account in determining the fair value of Portfolio Investments generally include, as appropriate, comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. Our net asset value could be adversely affected if determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and securities. In addition, the method of calculating the Management Fee (and the Incentive Compensation) may result in conflicts of interest between the Adviser, on the one hand, and Shareholders on the other hand, with respect to the valuation of investments. See “Risks Related to our Adviser and its Affiliates – Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.”

A lack of liquidity in our investments may adversely affect us.

Certain securities or obligations held by the Company may have terms longer than the term of the Company and certain loans may have grace periods of several years. Furthermore, the Company may, in connection with collateral held by it, acquire non-marketable common or preferred equity securities and other illiquid assets with equity participation features, which, to the extent that they have value at all, will likely not have realizable value for a significant period of time. Accordingly, certain investments may need to be disposed of upon dissolution of the Company for less than their potential value.

The lack of liquidity in the Company’s investments may materially and adversely affect the Company’s value. As the Company primarily invests in loans to private companies, substantially all of their investments are less liquid than publicly traded securities and may be subject to contractual, statutory or regulatory prohibitions on disposition. While the Adviser anticipates that the Company will hold a significant portion of such investments until realization, should the Adviser determine it to be advisable to earlier dispose of any such investments, the Company may have difficulty doing so and in certain cases may only be able to sell such investments at substantial discounts to face value.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.

Following a period of elevated interest rates to address inflation concerns, the Federal Reserve has reduced its benchmark interest rate by 0.25% in each of September 2025, October 2025 and December 2025, bringing the benchmark rate to the 3.50% to 3.75% range. While Federal Reserve has indicated that there may be additional rate cuts in the future, policymakers continue to emphasize their commitment to monitoring and addressing inflationary pressures. Given the evolving economic environment and policy considerations, there can be no assurance regarding the magnitude or timing of future federal funds rate adjustments in either direction. It is possible that the Federal Reserve’s tightening cycle could result in a recession in the United States, which could have a material adverse effect on our business, results of operations and financial condition. An increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in shares of our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. It is possible that the Federal Reserve's tightening cycle could also result in a recession in the United States, which could have a material adverse effect on our business, results of operations and financial condition.

Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold, which could harm our operating results.

Although the Company intends primarily to invest in loans and other debt instruments or obligations secured by collateral, the Company may be exposed to losses resulting from default and foreclosure of any such loans or interests in loans in which it has invested. Therefore, the value of underlying collateral, the creditworthiness of borrowers and the priority of liens are each of great importance in determining the value of the Company’s investments. No guarantee can be made regarding the adequacy of the protection of the Company’s security in the loans or other debt instruments in which it invests. Moreover, in the event of foreclosure, the Company or an affiliate thereof may assume direct ownership of any assets collateralizing such foreclosed loans. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on such foreclosed loans, resulting in a loss to the Company. Any costs or delays involved in the effectuation of loan foreclosures or liquidation of the assets collateralizing such foreclosed loans will further reduce proceeds associated therewith and, consequently, increase possible losses to the Company. In addition, no assurances can be made that borrowers or third parties will not assert claims in connection with foreclosure proceedings or otherwise, or that such claims will not interfere with the enforcement of the Company’s rights.

Under certain circumstances, collateral securing an investment may be released without the consent of the Company. Moreover, the Company’s security interest (with respect to investments in secured debt) may be unperfected for a variety of reasons, including the failure to make required filings by lenders and, as a result, the Company may not have priority over other creditors as anticipated. First-priority lien investments made by the Company may, in certain cases, provide a first-priority lien over some, but not all, of the assets of the relevant borrower. The Company may also invest in second-lien debt, high-yield securities, marketable and nonmarketable common and preferred equity securities and other unsecured instruments each of which involves a higher degree of risk than senior first-lien secured debt, including the re-use and subsequent loss of collateral by the borrower. Furthermore, the Company’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of senior lenders (with respect to some or all of the assets of an issuer in which the Company invests). Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In such cases, the ability of the issuer to repay the principal in respect of the Company’s investment may be dependent upon a liquidity event or the long-term success of the company, the occurrence of which is uncertain.

In addition, issuers in which the Company invests could present a high degree of business and credit risk. Issuers in which the Company invests could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the occurrence, continuation or worsening of any economic and financial market downturns and dislocations. As a result, issuers that the Company expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress.

The terms of any derivative hedging arrangements entered into by the Company may provide that related collateral given to, or received by, the Company may be pledged, lent, re-hypothecated or otherwise re-used by the collateral taker for its own purposes. If collateral received by the Company is reinvested or otherwise reused, the Company is exposed to the risk of loss on that investment. Should such a loss occur, the value of the collateral will be reduced and the Company will have less protection if the counterparty defaults. Similarly, if the counterparty reinvests or otherwise re-uses collateral received from the Company and suffers a loss as a result, it may not be in a position to return that collateral to the Company should the relevant transaction complete, be unwound or otherwise terminate and the Company is exposed to the risk of loss of the amount of collateral provided to the counterparty.

The Company will invest in debt instruments and equity securities of companies that it does not control. Such investments will be subject to the risk that the issuer may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Company’s interests. In addition, the Company may share control over certain investments with co-investors, which may make it more difficult for the Company to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Company and in turn the Company and the Shareholders’ investments therein.

International investments create additional risks.

The Company may invest in financial instruments of non-U.S. entities and governments. Investing in the financial instruments of entities and governments outside of the United States involves certain considerations not usually associated with investing in financial instruments of U.S. entities or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory or other taxation, imposition of withholding or other taxes on interest, dividends, capital gains or other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Company’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the United States generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the United States than for those located in the United States. As a result, the Company may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Company’s rights in such markets.

The Company may, on an opportunistic basis, invest in the securities of companies in various foreign emerging markets. Investments in foreign emerging markets involve certain unique risks, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. There is also generally less publicly available information about foreign companies than about U.S. companies, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. companies. The value of companies in foreign emerging markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Companies in foreign emerging markets may be subject to heightened risks, including risks of relatively unstable governments, nationalization of businesses, restrictions on foreign ownership, prohibitions on the repatriation of assets and less protection of property rights. The economies of countries in emerging markets may be based on only a few industries, be highly vulnerable to changes in local or global trade conditions and suffer from extreme and volatile debt burdens or inflation rates. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

Finally, we may, on an opportunistic basis, invest in loans, secured debt or other investments that are denominated in a currency other than the U.S. dollar. In such an event, the prices of such investments will be determined with reference to currencies other than the U.S. dollar but the Company will value its securities and other assets in U.S. dollars. To the extent that the Company makes investments that are denominated in a currency other than the U.S. dollar, the Company generally expects to hedge its foreign currency exposure. However, to the extent that the Company’s foreign currency exposure is not hedged, the value of the Company’s assets will fluctuate with U.S. dollar exchange rates as well as the price changes of the Company’s investments. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. An increase in the value of the U.S. dollar compared to the other currencies in which the Company makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of the Company’s investments in foreign markets. As a result, the Company could realize a net loss on an investment, even if there were a gain on the underlying investment before currency losses were taken into account.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer, excluding limitations on investments in other investment companies. To the extent that we assume large positions in the securities of a small number of issuers or industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. Unfavorable performance by a small number of Portfolio Investments could adversely affect the aggregate returns realized by Shareholders. We expect to invest in a number of Portfolio Investments, but such number may be insufficient to afford adequate diversification to mitigate the risk that an insufficient number of Portfolio Investments in which we invest may yield a return.

The Company may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. In addition, the aggregate returns the Company realizes may be significantly adversely affected if a small number of investments perform poorly or if the Company needs to write down the value of any one investment. Additionally, a downturn in any particular industry in which the Company is invested could significantly affect the Company’s aggregate returns.

Because the Company may invest significant amounts of the Company’s available capital in a single investment, any single loss may have a significant adverse impact on the Company’s capital. While the Company will generally focus on borrowers who are U.S. SMBs, the Adviser may determine whether companies meet the foregoing criteria in its sole discretion. In addition, except as may be provided by the requirement to invest at least 70% of its assets in qualifying investments and as may be necessary to qualify as a RIC, the Company is not restricted in its ability to invest in companies of any size or in any geographical location, and may from time to time or over time invest in companies of any size or in any geographical location. The Company’s performance may be adversely affected by industry or region-specific factors. Although the Adviser attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in the Adviser’s risk management efforts could result in material losses for the Company.

Our ability to enter into transactions involving derivatives and unfunded commitment transactions may be limited

Rule 18f-4 under the 1940 Act (“Rule 18f-4”) relates to the use of derivatives and other transactions that create future payment or delivery obligations by BDCs (and other funds that are registered investment companies). Under Rule 18f-4, BDCs that use derivatives are subject to a value-at-risk leverage limit, certain derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18, as modified by Section 61 of the 1940 Act, when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivatives transactions under Rule 18f-4. In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this requirement, it is required to treat the unfunded commitment as a derivatives transaction subject to the aforementioned requirements of Rule 18f-4. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts. We qualify as a “limited derivatives user,” and as a result the requirements applicable to us under Rule 18f-4 may limit our ability to use derivatives and enter into certain other financial contracts. However, if we fail to qualify as a limited derivatives user and become subject to the additional requirements under Rule 18f-4, compliance with such requirements may increase cost of doing business, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Relating to Hedging Transactions.

We seek to hedge against interest rate and currency exchange rate fluctuations and credit risk by using structured financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the 1940 Act. Use of structured financial instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested. Defaults by the other party to a hedging transaction can result in losses in the hedging transaction. Hedging activities also involve the risk of an imperfect correlation between the hedging instrument and the asset being hedged, which could result in losses both on the hedging transaction and on the instrument being hedged. Use of hedging activities may not prevent significant losses and could increase our losses. Further, hedging transactions may reduce cash available to pay distributions to our shareholders.

The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. Unanticipated changes in currency exchange rates or other exposures that we might hedge may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, we might be unable to exercise an option we had purchased. If we were unable to close out an option that we had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.

Risks Related to the Economy

The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.

U.S. capital markets have experienced volatility and disruption following, among other things, the conflict between Russia and Ukraine that began in late February 2022 and ongoing turmoil in Europe and the Middle East. The U.S. economy, as well as most other major economies, have continued to experience unpredictable economic conditions, such as inflationary pressures, elevated interest rates, new tariffs, trade barriers and the failure of major financial institutions, and we anticipate our businesses would be materially and adversely affected by any prolonged economic downturn or recession in the United States and other major markets. In addition, disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. As the result of the current market conditions, and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

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Current market conditions may make it difficult to raise equity capital because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than the then-current NAV per Share without first obtaining approval for such issuance from our Shareholders and our Independent Directors. In addition, these market conditions may make it difficult to access or obtain new indebtedness with similar terms to our existing indebtedness.

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Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity).

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Significant changes in the capital markets may adversely affect the pace of our investment activity and economic activity generally.

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The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

Global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.

The current worldwide financial markets situation, as well as various social and political tensions in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility, may have long term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.

Russian Invasion of Ukraine and turmoil in Europe and the Middle East.

Russia’s invasion of Ukraine, the ongoing turmoil in Europe and the Middle East, and corresponding events, have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia. The current sanctions and the potential for future sanctions, and other actions, and Russia’s retaliatory responses to those sanctions and actions, may continue to adversely impact the Russian economy and may result in the further decline of the value and liquidity of Russian securities, a continued weakening of the ruble, exchange closures and may have other adverse consequences on the Russian economy that could impact the value of Russian investments and impair the ability of a client to buy, sell, receive, or deliver those securities. In addition, the ongoing conflicts in Europe and the Middle East could cause further volatility and uncertainty in global economic markets. Moreover, those events have, and could continue to have, an adverse effect on global markets’ performance and liquidity, thereby negatively affecting the value of a client’s investments beyond any direct exposure to Russian or Middle Eastern issuers. The duration of ongoing hostilities and the vast array of sanctions and related events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of a client and its investments or operations could be negatively impacted.

Financial Institution Risk; Distress Events.

An investment in the Company is subject to the risk that one of the Company’s banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Company’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March 2023 (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, the Company may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. In the event of a failure of a banking institution, access to the Company’s bank accounts could be restricted and FDIC protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Company may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. Investors could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, the Company may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets.

U.S. policy changes may adversely affect our business.

Political and governmental shifts in the United States have led to changing stances on numerous domestic and international issues. These changes, along with the resulting economic uncertainty, could impact our ability to source, negotiate, execute, manage, or exit investments. Actions taken by the United States government domestically, in the Western hemisphere, or globally may have significant global effects—including on market and financial conditions, trade policies, tax rates, legal or regulatory regimes and broader economic and social dynamics. Such actions could also prompt additional reciprocal, retaliatory, or responsive measures from other countries, regional blocs (including the European Union), corporations, or other market participants. The United States has taken certain actions to, and has indicated that it may continue seek to, withdraw from, renegotiate, amend, rescind or not abide by certain agreements, policies, regulations, statutes and other measures, and could pursue policy outcomes that may diverge significantly from prior assumptions. However, the specific measures that will be further implemented or enacted, as well as their impact on us and our portfolio companies, remain uncertain and could change frequently. Any such developments could materially affect our projections, goals, assumptions, targets, estimates, forecasts, strategies or plans in ways that cannot currently be determined with any certainty, including through effects (inside and outside the United States) on the desirability of certain financial or nonfinancial assets, the investability of certain countries or regions, the business prospects of certain industries, the certainty or predictability of legal systems and otherwise.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. In particular, in past periods of instability, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and abilities to lend and invest. In addition, continued uncertainty surrounding the negotiation of trade deals between the United Kingdom and the European Union following the United Kingdom’s exit from the European Union and uncertainty between the United States and certain other countries, including with respect to trade policies, treaties, sanctions, and tariffs, among other factors, have caused disruption in the global markets. There can be no assurance that market conditions will not worsen in the future.

In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our loans. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.

The occurrence of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our investments, and our ongoing operations, costs and profitability. Any such unfavorable economic conditions, including rising interest rates, may also increase our funding costs, limit our access to capital markets or negatively impact our ability to obtain financing, particularly from the debt markets. In addition, any future financial market uncertainty could lead to financial market disruptions and could further impact our ability to obtain financing.

These events could limit our investment originations, limit our ability to grow and negatively impact our operating results and financial condition.

Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, negatively impact us.

There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and certain other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers or the cost of such goods and have a material adverse effect on their business, financial condition and results of operations, which in turn could negatively impact us.

We are subject to risks associated with international conflicts and geopolitical events.

Wars and other international conflicts, such as the U.S. - Iran hostilities and Iran's retaliatory actions throughout the Middle East, the Israeli-Palestinian conflicts and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have, and may in the future, put in place or expand sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses.

The ongoing U.S.-Iran conflict, as well as heightened tensions in other regions, have also contributed to increased geopolitical uncertainty and volatility in global financial markets. The situation remains highly fluid and volatile, with significant uncertainty as to how events will unfold. Such developments have affected, and may continue to affect, energy and commodity prices, international shipping routes, supply chains, insurance markets and cross-border capital flows. Escalation, expansion or spillover of existing conflicts, or the outbreak of new conflicts between regional or global powers or their aligned groups, could materially disrupt economic activity, increase market volatility, reduce investor confidence and adversely affect the availability or cost of financing. The duration, scope and potential consequences of such hostilities are inherently uncertain and may change rapidly, and any such developments could have a material adverse effect on the Company’s investments, operations, and performance.

The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Company or any particular industry, business or investee country, as well as the duration and severity of such effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Company. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of the Company to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) and international negotiations over such conflicts may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategies which the Company intend to pursue, all of which could adversely affect the Company’s ability to fulfill its investment objectives.

Risks Related to our Adviser and its Affiliates

The Adviser and its affiliates may face conflicts of interest, which could result in increased risk-taking by us.

The Adviser will be subject to a variety of actual or perceived conflicts of interest in making investments on behalf of the Company. For example, the Adviser may be subject to conflicts relating to its selection of brokers on behalf of the Company. Portfolio transactions for the Company are allocated to brokers on the basis of best execution and in consideration of a broker’s ability to effect the transactions, its facilities, reliability and financial responsibility and the provision or payment by the broker of the costs of research and research-related services. However, brokers may provide other services that are beneficial to the Adviser, but not necessarily beneficial to the Company, including, without limitations, capital introduction, marketing assistance, consulting with respect to technology, operations, equipment and office space, commitment to capital, access to company management, access to deal flow and other services or items. Such services and items may influence the Adviser’s selection of brokers.

Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.

The Adviser and its affiliates will receive substantial fees from us in return for their services. These fees may include certain incentive fees based on the amount of appreciation of our investments. These fees could influence the advice provided to us. Generally, the more equity we sell in public offerings and the greater the risk assumed by us with respect to our investments, including through the use of leverage, the greater the potential for growth in our assets and profits, and, correlatively, the fees payable by us to our Adviser. These compensation arrangements could affect our Adviser’s or its affiliates’ judgment with respect to public offerings of equity, incurrence of debt, and investments made by us, which allow our Adviser to earn increased asset management fees.

We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.

The 1940 Act prohibits or restricts the Company’s ability to engage in certain principal transactions and joint transactions with certain “close affiliates” and “remote affiliates.” For example, the Company is prohibited from buying or selling any security from or to any person who owns more than 25% of its voting securities or certain of that person’s affiliates (each a “close affiliate”), or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. The Company considers the Adviser and its affiliates, to be “close affiliates” for such purposes. The Company is prohibited under the 1940 Act from participating in certain principal transactions and joint transactions with a “remote affiliate” without the prior approval of the Independent Directors. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities will be a “remote affiliate” for purposes of the 1940 Act, and the Company is generally prohibited from buying or selling any security from or to such affiliate without the prior approval of the Independent Directors.

The Company may, however, invest alongside the Adviser’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with the Company’s investment strategy as well as applicable law and SEC staff interpretations. For example, the Company may invest alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Adviser, acting on the Company’s behalf and on behalf of such investment funds, accounts and investment vehicles, negotiates no term other than price. The Company may also invest alongside the Adviser’s investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and the Adviser’s allocation policy. An exemptive order was issued by the SEC on June 9, 2025 (the “Order”) to the Company and certain of its affiliates, superseding the prior order dated February 16, 2022 (as amended on August 31, 2022). The Order permits the Company, subject to certain terms and conditions, to participate in certain co-investment transactions with funds and accounts managed by the Adviser that otherwise would be prohibited under either or both of Section 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, in accordance with the conditions to the Order. The Order permits the Company to co-invest the Adviser’s investment funds, accounts and investment vehicles in the Adviser’s originated loan transactions under certain enumerated conditions if the Board determines that it would be advantageous for the Company to co-invest with investment funds, accounts and investment vehicles managed by the Adviser in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

The Company’s allocation policy provides that allocations among the Company and investment funds, accounts and investment vehicles managed by the Adviser and its affiliates will generally be made in a manner deemed to be fair and equitable over time which does not favor one client or group of clients, taking into consideration such factors as legal, regulatory and tax considerations, availability of capital for investment by the account, liquidity concerns and such other factors as deemed under the particular circumstances to be relevant in making the investment allocation determination as determined, in the Company’s case, by the Adviser as well as the terms of the Company’s governing documents and those of such investment funds, accounts and investment vehicles. It is the Company’s policy to base its determinations on such factors as: the amount of cash on-hand, existing commitments and reserves, if any, the Company’s targeted leverage level, the Company’s targeted asset mix and diversification requirements and other investment policies and restrictions set by the Board or imposed by applicable laws, rules, regulations or interpretations. The Company expects that these allocation determinations will be made similarly for investment funds, accounts and investment vehicles managed by the Adviser. However, the Company can offer no assurance that investment opportunities will be allocated to the Company fairly or equitably in the short-term or over time.

In situations where co-investment with investment funds, accounts and investment vehicles managed by the Adviser is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between the Company’s interests and those of the Adviser’s clients, subject to the limitations described in the preceding paragraph, the Adviser will need to decide which client will proceed with the investment. Moreover, except in certain limited circumstances as permitted by the 1940 Act, such as when the only term being negotiated is price, the Company will be unable to invest in any issuer in which an investment fund, account or investment vehicle managed by the Adviser has previously invested. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their affiliates. These restrictions will limit the scope of investment opportunities that would otherwise be available to the Company. If the Company is prohibited by applicable law from investing alongside the Adviser’s investment funds, accounts and investment vehicles with respect to an investment opportunity, the Company will not participate in such investment opportunity.

We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.

The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. In such case, we may be required to pay our Adviser an incentive fee for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.

Any incentive fee payable by us that relates to pre-incentive fee net investment income may be computed and paid on income that may include interest that has been accrued but not yet received or interest in the form of securities received rather than cash (“payment-in-kind” or “PIK” income). PIK income will be included in the pre-incentive fee net investment income used to calculate the incentive fee to our Adviser even though we do not receive the income in the form of cash. If a portfolio company defaults on a loan that is structured to provide accrued interest income, it is possible that accrued interest income previously included in the calculation of the incentive fee will become uncollectible. Our Adviser is not obligated to reimburse us for any part of the incentive fee it received that was based on accrued interest income that we never receive as a result of a subsequent default.

The quarterly incentive fee on income is recognized and paid without regard to: (i) the trend of pre-incentive fee net investment income as a percent of adjusted capital over multiple quarters in arrears which may in fact be consistently less than the quarterly preferred return, or (ii) the net income or net loss in the current calendar quarter, the current year or any combination of prior periods.

For U.S. federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize U.S. federal income tax imposed at corporate rates or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.

Our ability to enter into transactions with our affiliates is restricted.

The Company generally will be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Independent Directors of the Company and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities is an affiliate of the Company for purposes of the 1940 Act, and the Company generally will be prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, the SEC. If a person acquires more than 25% of the Company’s voting securities, the Company will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Company’s ability to transact business with the Company’s officers or directors or their affiliates. These prohibitions will affect the manner in which investment opportunities are allocated between the Company and other funds managed by MSD or its affiliates. Most importantly, the Company generally will be prohibited from co-investing with other BDT & MSD Accounts or affiliates of the Adviser in MSD-originated loans and financings unless the Company co-invests in accordance with the applicable regulatory guidance or has obtained an exemptive order from the SEC permitting such co-investment activities. Accordingly, while the Adviser intends to allocate suitable opportunities among the Company and other BDT & MSD Accounts or affiliates of the Adviser based on the principles described above, the prohibition on co-investing with affiliates could significantly limit the scope of investment opportunities available to the Company. In particular, the decision by MSD to allocate an opportunity to one or more BDT & MSD Accounts or to an affiliate of the Adviser, or the existence of a prior co-investment structure, might cause the Company to forgo an investment opportunity that it otherwise would have made. Similarly, the Company generally may be limited in its ability to invest in an issuer in which a BDT & MSD Account or affiliate of the Adviser had previously invested. The Company may in certain circumstances also be required to sell, transfer or otherwise reorganize assets in which the Company has invested with BDT & MSD Accounts or affiliates of the Adviser at times that the Company may not consider advantageous.

The Order permits the Company, subject to certain terms and conditions, to participate in certain co-investment transactions with funds and accounts managed by the Adviser that otherwise would be prohibited under either or both of Section 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, in accordance with the conditions to the Order.

Risks Related to U.S. Federal Income Tax

We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The laws pertaining to U.S. federal income tax are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. The likelihood of any such legislation being enacted is uncertain. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse tax consequences, such as significantly and negatively affecting our ability to qualify for tax treatment as a RIC or negatively affecting the U.S. federal income tax consequences applicable to us and our investors as a result of such qualification. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.

We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain qualification as a RIC under Subchapter M of the Code.

To maintain RIC tax treatment under the Code, we must meet the following minimum annual distribution, income source and asset diversification requirements. See “Item 1. Business — Certain U.S. Federal Income Tax Considerations.”

The Annual Distribution Requirement for a RIC generally will be satisfied if we distribute (or deemed distributed) to our shareholders on an annual basis at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. In addition, a RIC may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. We would be subject to U.S. federal income tax imposed at regular corporate rates, on retained income and/or gains, including any short-term capital gains or long-term capital gains. We also must make distributions to satisfy an additional Excise Tax Distribution Requirement in order to avoid a 4% excise tax on certain undistributed income. Because we may use debt financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and may, in the future, be subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements. If we are unable to obtain cash from other sources, or choose or are required to retain a portion of our taxable income or gains, we could (1) be required to pay excise taxes and (2) fail to qualify for RIC tax treatment.

The income source requirement will be satisfied if we obtain at least 90% of our annual income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain "qualified publicly traded partnerships," or other income derived from the business of investing in stock or securities.

The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Specifically, (1) at least 50% of the value of our assets must consist of cash, cash equivalents (including receivables), U.S. government securities, securities of other RICs, and other securities if such securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (2) no more than 25% of the value of our assets can be invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities, other than the securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) the securities of certain “qualified publicly traded

partnerships” as defined by the Code. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we fail to qualify for or maintain RIC tax treatment for any reason and are subject to U.S. federal income tax, the resulting taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.

We may invest in certain debt and equity investments through subsidiaries that are classified as corporations for U.S. federal income tax purposes, and the net taxable income of these subsidiaries will be subject to U.S. federal income and state and local taxes imposed at corporate rates. We may invest in certain foreign debt and equity investments which could be subject to non-U.S. taxes (such as income tax, withholding, and value added taxes).

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, since we will likely hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK, secondary market purchases of debt securities at a discount to par, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S. Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to corporate-level events) or taxed at increased tax rates at distribution or disposition. In certain circumstances this could require us to recognize income where we do not receive a corresponding payment in cash.

Unrealized appreciation on derivatives, such as foreign currency forward contracts, may be included in taxable income while the receipt of cash may occur in a subsequent period when the related contract expires. Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay a 4% excise tax. In such cases we could still rely upon the “spillover provisions” to maintain RIC tax treatment.

We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts with respect to debt securities acquired in the secondary market and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes. Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

We rely on the cybersecurity policies and procedures implemented by BDT & MSD. BDT & MSD have processes in place for assessing, identifying, and managing material risks from potential unauthorized occurrences on or through our electronic information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of controls, processes, systems, and tools that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting our data. Pursuant to BDT & MSD’s Information Security Policy, the BDT & MSD Chief Technology Officer (“CTO”) is responsible for the oversight and implementation of the Information Security Policy. At times BDT & MSD may also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

BDT & MSD use processes to oversee and identify material risks from cybersecurity threats, including those associated with the use of third-party service providers. Additionally, BDT & MSD use systems and processes designed to reduce the impact of a security incident at a third-party service provider. As part of its risk management process, BDT & MSD also maintain an incident response plan that is utilized when cybersecurity incidents impacting us are detected. BDT & MSD also require that all employees, including employees of BDT & MSD complete interactive security awareness training on an annual basis.

Material Impact of Cybersecurity Risks

As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, future incidents could have a material impact on our business.

Governance

Our cybersecurity risks and associated mitigations are evaluated by our management and BDT & MSD as needed, but no less frequently than annually. The BDT & MSD CTO periodically reports to our board of directors on developments to the information security and cybersecurity risks we face. Reports include, among other things, an overview of BDT & MSD’s controls and procedures related to assessing, identifying, and managing risks related to cybersecurity threats, oversight of third-party service providers and related cybersecurity threats, and management’s evaluation of cybersecurity risks material to us.

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operation. Our corporate headquarters are located at 550 Madison Avenue, 20th Floor, New York, New York, 10022, and are provided for by the Administrator in accordance with the terms of our Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Item 3. Legal Proceedings.

Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or them. From time to time, we and/or the Adviser may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal or regulatory 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.

Not applicable.

PART II.

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

Market Information

Our shares of common stock, par value $0.001 per share, of the Company (“Shares,” each a “Share,” and a holder thereof a “Shareholder”) will be offered and sold in transactions exempt from registration under the 1933 Act under Section 4(a)(2) and Regulation D promulgated thereunder. There is no public market for our Shares currently, nor can we give any assurance that one will develop.

Because Shares are being acquired by investors in transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Adviser’s consent is granted, and (ii) the shares are registered under applicable securities laws or specifically exempted from registration (in which case the Shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares and to execute such other instruments or certifications as are reasonably required by us.

On November 29, 2023, the Company issued 250 shares of its 12.0% Series A Preferred Stock . The Series A Preferred Stock was offered and sold in a transaction exempt from registration under the 1933 Act under Section 4(a)(2) and Regulation D promulgated thereunder. All outstanding shares of the Series A Preferred Stock were redeemed on December 15, 2025.

Holders

As of March 25, 2026 there were 687 shareholders of our common stock.

Determinations in Connection with our Offerings

In connection with the Private Offering of our Shares, to the extent we do not have Shareholder approval to sell below NAV, our Board or an authorized committee thereof will be required to make a good faith determination that we are not selling our Shares at a price below the then current net asset value of our Shares at the time at which the sale is made. Our Board or an authorized committee thereof will consider the following factors, among others, in making such determination:

•

the net asset value of our Shares disclosed in the most recent periodic report we filed with the SEC;

•

our management’s assessment of whether any material change in the net asset value of our Shares has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value of our Shares and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of our Shares; and

•

the magnitude of the difference between (i) a value that our Board or an authorized committee thereof has determined reflects the current (as of a time within 48 hours excluding Sundays and holidays) net asset value of our Shares, which is based upon the net asset value of our Shares disclosed in the most recent periodic report we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value of our Shares since the date of the most recently disclosed net asset value of our Shares, and (ii) the offering price of our Shares in the proposed offering.

These processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records we are required to maintain under the 1940 Act.

Distribution Policy

Because we intend to maintain our status as a RIC for U.S. federal income tax purposes, we intend to distribute at least 90% of our annual taxable income to our Shareholders. To the extent our taxable earnings fall below the total amount of our paid distributions for any given fiscal year, a portion of those paid distributions may be deemed to be a tax return of capital to our Shareholders. The timing and amount of our distributions, if any, is determined by our Board. Any distributions to shareholders are declared out of assets legally available for distribution. See Note 9. Net Assets to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for the history of distributions declared for the years ended December 31, 2023, December 31, 2024 and December 31, 2025.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan pursuant to which Shareholders may elect to have their distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving distributions. As a result, if the Board authorizes, and the Company declares a distribution, then Shareholders who have opted into the Company’s distribution reinvestment plan will have their distribution automatically reinvested in additional shares of the Company rather than receiving the distribution in cash. Any fractional Share of the Company’s common stock otherwise issuable to a participant in the distribution reinvestment plan will instead be paid in cash.

No action will be required on the part of a registered Shareholder to receive his, her, or its dividend in cash. A registered shareholder that wishes to participate in the distribution reinvestment plan must notify U.S. Bank Global Fund Services in writing no later than ten calendar days prior to the record date for any dividend or other distribution and such election will remain in place until the Shareholder notifies U.S. Bank Global Fund Services otherwise.

Shareholders who receive distributions in the form of Shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those Shareholders will not receive cash with which to pay any applicable taxes.

Unregistered Sales of Equity Securities

There were no Shares issued and sold in reliance upon the available exemptions from the registration requirements of the 1933 Act, including Section 4(a)(2) and Regulation D promulgated thereunder, other than those already disclosed in certain Current Reports on Form 8-K filed with the SEC.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information in this management's discussion and analysis of financial condition and results of operations relates to MSD Investment Corp., including its wholly-owned subsidiaries (collectively, "we", "us", "our" or the "Company"). The terms “Adviser” and “MSD,” prior to June 30, 2025, refer to MSD Partners, L.P., a Delaware limited partnership, and subsequent to June 30, 2025, refer to BDT & MSD BDC Management, LLC, a Delaware limited liability company, each in their capacity as our investment adviser. The term “Administrator,” prior to August 11, 2025, refers to MSD Partners, L.P., and subsequent to August 11, 2025, refers to BDT & MSD BDC Management, LLC, in its capacity as our administrator. The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” The discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those risks set forth in section entitled “Risk Factors” in Part I of this Annual Report on Form 10-K.

Overview

We were established as a Delaware limited liability company on February 18, 2021, and converted to MSD Investment, LLC, a Maryland limited liability company, on October 22, 2021. On December 1, 2021, the Company entered into purchase agreements with the Funds pursuant to which the Company agreed to acquire the Initial Portfolio for an aggregate cash purchase price equal to the fair value of such assets, plus accrued but unpaid interest as of the closing date, less any principal payments received between signing of the purchase agreements and the closing of the transactions contemplated thereby. The closing of the purchase of the Initial Portfolio by the Company occurred on December 21, 2021. As consideration for the Portfolio, the Company paid the Funds an aggregate purchase price of $656.5 million. On December 28, 2021, the Company filed Articles of Conversion (and related Articles of Incorporation) with the Maryland Department of Assessments and Taxation in order to effectuate the Corporate Conversion. In accordance with the Articles of Conversion and Maryland law, the Corporate Conversion became effective as of 12:01 a.m. on January 1, 2022 and, as result of the Corporate Conversion, each share representing a portion of the membership interests of the Company prior to the effective time of the Corporate Conversion was automatically converted into one share of common stock, par value $0.001 per share, of the Company. In connection with the Corporate Conversion the Company changed its name from “MSD Investment, LLC” to “MSD Investment Corp.” On December 29, 2021, the Company filed a Form N-54A to elect to be regulated as a BDC under the 1940 Act.

We have elected, and intend to qualify annually, to be treated as a RIC for U.S. federal income tax purposes. As a BDC and a RIC, we will be required to comply with certain regulatory requirements.

The Company’s investment objective is to invest in a broad range of portfolio companies, primarily through senior secured loans and notes where we believe the probability of losses are limited and the opportunity to generate attractive risk adjusted returns is maximized. The Adviser (as defined below) expects to execute this strategy by continuing its long history of leveraging its network to source and diligence what it believes to be attractive opportunities across a broad range of industries. The strategy will be executed by a team of experienced investment professionals who have more than a 20-year history of successfully deploying capital in both liquid and illiquid investments.

Financial and Operating Highlights

The following table presents financial and operating highlights (i) as of December 31, 2025 and December 31, 2024 and (ii) for the years ended December 31, 2025, 2024, and 2023:


	As of
	December 31, 2025			December 31, 2024
Total assets	$	6,590,450		$	4,685,663
Investments in portfolio companies, at fair value	$	6,391,054		$	4,529,064
Borrowings	$	3,251,000		$	2,232,043
Net assets	$	3,278,352		$	2,401,934
Net asset value per common share	$	23.71		$	23.87
Leverage ratio (borrowings / total assets)		49.3	%		47.6	%


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Average net assets	$	2,668,610		$	1,659,875	$	695,339
Average borrowings	$	2,776,963		$	1,774,784	$	804,401
Cost of investments purchased	$	3,072,656		$	3,464,619	$	1,550,830
Sales of investments	$	385,590		$	249,531	$	78,128
Principal repayments	$	910,391		$	950,462	$	319,913
Net investment income	$	268,542		$	183,025	$	96,142
Net realized gains (losses)	$	13,907		$	26,176	$	2,439
Net change in unrealized appreciation (depreciation)	$	(20,390	)	$	16,107	$	37,095
Net increase (decrease) in net assets resulting from operations	$	262,059		$	225,308	$	135,676
Net investment income per share - basic and diluted	$	2.43		$	2.77	$	3.23
Earnings per share - basic and diluted	$	2.38		$	3.41	$	4.56

Portfolio and Investment Activity for the years ended December 31, 2025 and December 31, 2024

The following table presents our portfolio company activity for the years ended December 31, 2025 and December 31, 2024:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
Portfolio companies at beginning of period		84			61
Number of added portfolio companies		26			47
Number of exited portfolio companies		(21	)		(24	)
Portfolio companies at period end		89			84

Number of debt investments period end		199			155
Number of equity and other investments at period end		4			6

The following table presents a roll-forward of all investment purchase, sale and repayment activity and changes in fair value, within our investment portfolio for the years ended December 31, 2025 and December 31, 2024:


	Year Ended December 31, 2025
	First Lien Debt			Second Lien Debt			Subordinated Debt		Equity and Other Investments			Total Investments
Fair value, beginning of year	$	4,375,355		$	89,485		$	990	$	63,234		$	4,529,064
Purchase of investments		3,065,415			—			271		4,258			3,069,944
Proceeds from principal repayments and sales of investments		(1,172,910	)		(60,898	)		—		(60,051	)		(1,293,859	)
Other changes in fair value (1)		77,284			1,529			220		6,873			85,906
Fair value, end of year	$	6,345,144		$	30,116		$	1,481	$	14,314		$	6,391,055


	Year Ended December 31, 2024
	First Lien Debt			Second Lien Debt			Subordinated Debt		Equity and Other Investments		Total Investments
Fair value, beginning of year	$	1,942,841		$	226,320		$	—	$	27,892	$	2,197,053
Purchase of investments		3,437,794			1,687			990		24,148		3,464,619
Proceeds from principal repayments and sales of investments		(1,050,902	)		(149,092	)		—		—		(1,199,994	)
Other changes in fair value (1)		45,622			10,570			—		11,194		67,386
Fair value, end of period	$	4,375,355		$	89,485		$	990	$	63,234	$	4,529,064

(1)

Other changes in fair value includes changes resulting from realized and unrealized gains and losses, amortization/accretion and increases from PIK income.

The following table presents selected information regarding our investment portfolio as of December 31, 2025 and December 31, 2024:


	As of
	December 31, 2025			December 31, 2024
Investments:
Number of portfolio companies		89			84
Number of investments		203			161
Average investment at fair value	$	31,483		$	28,131
Average cost of debt investments as a percentage of par (1)		97.71	%		98.25	%
Debt investments on non-accrual status as a percent of amortized cost of total debt investments		0.14	%		0.25	%
Debt investments on non-accrual status as a percent of fair value of total debt investments		0.07	%		0.10	%
Number of debt investments on non-accrual status		1			1
Weighted Average EBITDA (mm) (2)		150.2			193.0
Median EBITDA (mm) (2)		119.5			134.5
Weighted average net debt through tranche (2)	4.2x			4.2x
Weighted average interest rate coverage (2)	2.5x			2.3x
Percentage of sponsored investments		90.40	%		83.50	%

Floating interest rate debt investments:
Percent of debt portfolio (3)		99.2	%		97.4	%
Weighted average interest rate floors		0.90	%		0.89	%
Weighted average coupon spread to base interest rate		550	bps		575	bps
Weighted average effective yield on floating rate debt investments at amortized cost (4)		9.72	%		10.65	%
3 Month SOFR		3.65	%		4.31	%

Fixed interest debt investments: (5)
Percent of debt portfolio (3)		0.8	%		2.6	%
Weighted average coupon rate		12.37	%		9.03	%
Weighted average effective yield on fixed rate debt investments at amortized cost (4)		13.89	%		10.45	%

Other metrics:
Weighted average years to maturity on debt investments		4.45	years		4.69	years
Weighted average effective yield on the portfolio at amortized cost (4) (5)		9.76	%		10.70	%

(1)

Calculated as amortized cost of all debt investments divided by the par value of all debt investments.

(2)

Figures are based on portfolio company financial statements available to the Company at period end.

(3)

Percent is calculated as a percentage of fair value of total debt investments.

(4)

Weighted average effective yield is calculated as the effective yield of each investment and weighted by its amortized cost as compared to the aggregate amortized cost of all investments.

(5)

Calculations exclude non-performing debt investments.

The following table presents the maturity schedule of our funded debt investments based on their principal amount as of December 31, 2025 and December 31, 2024:


	December 31, 2025					December 31, 2024
Maturity Year	Principal Amount		Percentage of Debt Portfolio			Principal Amount		Percentage of Debt Portfolio
2023	$	16,697		0.3	%	$	12,853		0.3	%
2025		—		—			58,566		1.3
2026		50,578		0.8			362,772		8.0
2027		147,083		2.2			209,661		4.6
2028		862,956		13.2			485,678		10.7
2029		1,193,538		18.3			1,244,911		27.3
2030		2,238,383		34.3			1,184,200		26.0
2031		1,202,888		18.4			992,388		21.8
2032		813,777		12.5			—		—
2033		350		—			—		—
	$	6,526,250		100.0	%	$	4,551,029		100.0	%

We utilize an investment rating system to monitor the credit profile of our underlying portfolio companies. We use a five-level ratings scale to classify individual investments.

•

Investment Rating 1 - Investment is performing materially above expectations.

•

Investment Rating 2 - Investment is performing above expectations.

•

Investment Rating 3 - Investment is performing materially in-line with expectations. All new loans received a rating of 3 at initial investment.

•

Investment Rating 4 - Investment is performing materially below expectations. Investments with a rating of 4 receive more frequent attention from our team as the risks of impairment have increased substantially since investment. Loss of principal is not expected, however there may be lost interest.

•

Investment Rating 5 - Investment is performing materially below expectations and there is a high probability of impairment. Loss of principal and interest is probable.

The following tables show the investment rankings of the debt investments in our portfolio as of December 31, 2025 and December 31, 2024:


	As of December 31, 2025							As of December 31, 2024
Risk Rating	Fair Value		% of Portfolio			# of Investments		Fair Value		% of Portfolio			# of Investments
1	$	—		0.0	%		—	$	—		0.0	%		—
2		138,382		2.2			7		138,919		3.1			4
3		6,079,704		95.1			181		4,325,456		95.5			154
4		165,169		2.6			11		60,298		1.3			2
5		7,799		0.1			4		4,391		0.1			1
	$	6,391,054		100.0	%		203	$	4,529,064		100.0	%		161

Results of Operations

Revenues

We generate revenues primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have expected maturities of two to eight years, although we have no lower or upper constraint on maturity, and typically earn interest at floating and fixed interest rates. Interest on our debt securities is generally payable to us monthly, quarterly or semi-annually. The outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the respective maturity dates. In addition, we may generate revenue in the form of dividends from preferred and common equity investments, amortization of original issue discount, prepayment fees, commitment fees, origination fees and fees for providing significant managerial assistance.

Operating Expenses

Our primary operating expenses include a management fee and, depending on our operating results, a performance-based incentive fee, interest expense, administrative services, custodian and accounting services and other third-party professional services fees and expenses. The management and performance-based incentive fees compensate the Adviser for its services in identifying, evaluating, negotiating, closing and monitoring our investments.

Operating Results for the years ended December 31, 2025, 2024, and 2023 are presented below:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Total investment income	$	570,857		$	405,172	$	196,724
Total expenses		302,315			222,147		100,582
Net investment income		268,542			183,025		96,142
Net realized gain (loss)		13,907			26,176		2,439
Net change in unrealized appreciation (depreciation)		(20,390	)		16,107		37,095
Net increase (decrease) in net assets resulting from operations	$	262,059		$	225,308	$	135,676

Investment Income

Investment income consisted of the following components for the years ended December 31, 2025, 2024, and 2023:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Interest income on debt securities
Cash interest	$	504,721		$	356,489		$	168,360
PIK interest		31,760			15,187			12,365
Net accretion/amortization of discounts/premiums		20,286			15,985			7,760
Total interest on debt securities		556,767			387,661			188,485
Dividend Income		1,143			(230	)		1,040
PIK dividend		4,591			7,350			2,945
Total interest and dividend income		562,501			394,781			192,470
Other income		8,356			10,391			4,254
Total investment income	$	570,857		$	405,172		$	196,724
Average investments at cost (1)	$	5,302,369		$	3,355,178		$	1,563,695
Income return (2)		10.61	%		11.77	%		12.31	%

(1)

Average investments at cost is calculated as the simple average of the total investments at amortized cost of each quarterly reporting period.

(2)

Income return is calculated as total interest and dividend income for the period divided by average investments at cost.

Operating Expenses

Our operating expenses can be categorized into fixed operating expenses, variable operating expenses and performance-dependent expenses. Fixed operating expenses are generally static period over period. Variable expenses are calculated based on fund metrics such as total assets, net assets or total borrowings. Performance-dependent expenses fluctuate independent of our size.

The table below shows a breakdown of our operating expenses for the years ended December 31, 2025, 2024, and 2023:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Fixed Operating Expenses
Professional fees (1)	$	5,581		$	3,214	$	2,087
Board of directors' fees		310			277		310
General and other expenses		1,505			717		422
Organization and offering costs (2)		27			77		21
Total fixed operating expenses		7,423			4,285		2,840

Variable operating expenses:
Interest expense (3)		201,095			147,803		66,206
Management fees		40,220			25,213		11,535
Administrative expense (4)		5,721			5,169		2,551
Custody expense		1,423			970		401
Transfer agency fees		187			104		99
Total variable operating expenses		248,646			179,259		80,792

Performance-dependent expenses:
Income based incentive fee		47,218			33,244		16,950
Capital gains incentive fee		(972	)		5,359		—
Total performance-dependent expenses		46,246			38,603		16,950

Total expenses	$	302,315		$	222,147	$	100,582

(1)

Professional fees includes the expenses for third-party service providers such as internal and independent auditors, tax return preparer and tax consultant, third-party investment valuation firms, and fund legal counsel.

(2)

Organization and offering costs are associated with the initial formation, setup and distribution of the Company and may not be recurring.

(3)

The composition of our interest expense for the years ended December 31, 2025 and December 31, 2024 are described more fully in Note 7. Borrowings of our accompanying consolidated financial statements.

(4)

Administrative services include the expenses for third-party services providers such as fund accountant, fund sub-administrator, and independent pricing services. Additionally, administrative expense includes costs reimbursable to the Administrator according to the terms of the administration agreement.

Net Realized and Unrealized Gains

For the year ended December 31, 2025, our net realized gains (losses) were $13.9 million, and our net change in unrealized appreciation (depreciation) was ($20.4) million. For the year ended December 31, 2024, our net realized gains (losses) were $26.2 million and our net change in unrealized appreciation (depreciation) was $16.1 million. For the year ended December 31, 2023, our net realized gains (losses) were $2.4 million and our net change in unrealized appreciation (depreciation) was $37.1 million.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. The Company’s comprehensive accounting policies are described more fully in Note 2. Significant Accounting Policies in the accompanying consolidated financial statements. We have identified “Basis of Presentation”, “Valuation of Investments”, and “Revenue Recognition” as critical accounting policies.

Valuation of Portfolio Investments and Net Asset Value of Shares

Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Company's valuation designee (the “Valuation Designee”) to determine the fair value of the Company's investments that do not have readily available market quotations, which became effective for the fiscal quarter ended September 30, 2023. Pursuant to the Company’s valuation policy approved by the Board, the Valuation Designee will determine the fair value of the Company’s assets on at least a quarterly basis, in accordance with Accounting Standards Codification Topic 820, Fair Value Measurement. The audit committee of the Board (the “Audit Committee”) is comprised of directors who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company or the Adviser (each an “Independent Director”).

Under procedures established by the Board, the Company intends to value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 p.m. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the bid price as reported by an independent, third-party pricing service on the date of determination. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value. Such determination of fair values may involve subjective judgments and estimates. The Valuation Designee will also engage independent valuation providers to assist in the valuation of each investment that constitutes a material portion of the Company’s portfolio and that does not have a readily available market quotation at least once annually. Elements that could be used to determine the fair value of an investment include, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. The types of factors that may be considered in determining the fair values of investments include, but are not limited to, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings. The Valuation Designee may appoint additional or different independent valuation firms in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, the Valuation Designee will use the pricing indicated by the external event to corroborate and/or assist the Company in the valuation of such portfolio company. Because the Company expects that there will not be readily available market quotations for many of the investments in its portfolio, the Company expects to value many of its investments at fair value as determined in good faith by the Valuation Designee, subject to the oversight of the Board, using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market quotation, the fair value of the Company’s investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.

On a quarterly basis, with respect to investments for which market quotations are not readily available, the Adviser will undertake a multi-step valuation process each quarter, as described below:

•

Securities for which no such market prices are readily available or reliable will be reviewed as part of the valuation process and preliminarily fair valued based on our estimate, or an independent third party's estimate, of the fair value as of the date of determination, and provided to the Adviser's valuation committee;

•

Preliminary valuation conclusions are documented and discussed with the Adviser's valuation committee;

•

Agreed upon valuation recommendations are presented to the Audit Committee;

•

At least once annually, the valuation for each investment that constitutes a material portion of the Company's portfolio and that does not have readily available market quotation will be reviewed by an independent valuation firm; and

•

The Valuation Designee will provide the Board with the information relating to the fair value determination pursuant to the Company’s valuation policy in connection with each quarterly Board meeting, will comply with the periodic board reporting requirements set forth in the Company’s valuation policy, and will provide the Board with its determination of the fair value of each investment in good faith.

All values assigned to securities and other assets by the Valuation Designee will be binding on all Company investors. When pricing of the Company’s Shares is necessary outside of the normal quarterly process, the Adviser will, among other things, review whether, to its knowledge, significant events have occurred since the last quarterly valuation which might affect the fair value of any of the Company’s portfolio securities.

The ranges of unobservable inputs used in the fair value measurement of our investments classified as Level 3 fair valued as of December 31, 2025 and December 31, 2024, respectively, are presented in Note 6. Fair Value Measurements in the accompanying consolidated financial statements.

In addition to impacting the fair value recorded for our investments on our consolidated statement of assets and liabilities, had we used different key unobservable inputs to determine the fair value of our investments, amounts recorded in our consolidated statement of operations, including the net change in unrealized appreciation and depreciation on investments, management and performance-based incentive fees would also be impacted. The table below outlines the impact on our results of a 5% increase in the fair value of our Level 3 investments for the years ended December 31, 2025, 2024, and 2023:


	For The Year Ended December 31, 2025			For The Year Ended December 31, 2024			For The Year Ended December 31, 2023
Fair value of level 3 investments at the end of the period	$	5,643,366		$	3,760,730		$	1,358,932
Fair value assuming a 5% increase in value		5,925,534			3,948,767			1,426,879

Increase in unrealized appreciation		282,168			188,037			67,947
(Increase) in management fees		(2,116	)		(1,410	)		(510	)
(Increase) in capital gains incentive fees (1)		(42,325	)		(28,205	)		(10,192	)
Increase in net assets resulting from operations	$	237,727		$	158,422		$	57,245

Weighted average shares outstanding		110,291,031			66,018,618			29,738,420
Shares outstanding at the end of the period		138,244,276			100,611,506			40,279,212

Increase in earnings per share	$	2.16		$	2.40		$	1.92
Increase in net assets per share	$	1.72		$	1.57		$	1.42

(1)

Increase in capital gains incentive fee is calculated as 15% of the increase in unrealized appreciation.

Determination of Net Asset Value

The Valuation Designee will determine the net asset value ("NAV”) of the Company's portfolio securities at least quarterly. The NAV per share is equal to the value of the Company’s total assets minus its liabilities and the liquidation value of any preferred shares outstanding divided by the total number of shares outstanding. Additionally, in connection with each offering of shares, to the extent the Company does not have Shareholder approval to sell below NAV, the Valuation Designee or an authorized committee thereof will be required to make a good faith determination that the Company is not selling shares at a price below the then current NAV of the shares at the time at which the sale is made.

The value of investments for which recent market quotations are readily available will be the market price. The Valuation Designee will be responsible for determining the fair value of the portfolio investments for which market quotations are not readily available in good faith, and in such other instances where portfolio investments require a fair value determination. Because the Company expects that there typically will not be a readily available market quotation for its target portfolio investments, the Company expects that the value of most of its portfolio investments will be their fair value as determined by the Valuation Designee consistent with a documented valuation policy and consistently applied valuation process. In making these determinations, the Valuation Designee will receive input from an independent valuation firm and the Audit Committee.

Hedging

The Company may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. As of December 31, 2025 the Company had entered into foreign currency forward contracts in order to hedge its economic exposure to certain foreign currencies in which its investments were denominated, in addition to interest rate swaps to offset fixed rate exposure on our Series F Notes, 2030 Notes, and 2031 Notes (see Note 5. Derivative Instruments in the accompanying consolidated financial statements). However, no assurance can be given that such hedging transactions will be effective.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash and cash equivalents may include: (i) the sale of our Shares, (ii) borrowings under various financing arrangements, including the issuance of debt securities, (iii) cash flows from interest, dividends and transaction fees earned from investment in portfolio companies and (iv) principal repayments and sale proceeds from our investments.

Our primary uses of cash will be for (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (ii) the cost of operations (including fees payable to BDT & MSD BDC Management in its capacity as the Adviser and the Administrator), (iii) debt service of any borrowings, and (iv) cash distributions to our Shareholders.

Liquidity

The tables below present a summary of our liquidity position as of December 31, 2025 and December 31, 2024:


	December 31, 2025			December 31, 2024
Cash and cash equivalents	$	128,658		$	109,302
Unused borrowing capacity		654,000			405,000
Principal receivable		20,809			5,503
Unfunded investment commitments (1)		(679,658	)		(574,819	)
Undrawn capital commitments		589,366			456,800
Other net working capital (2)		(74,828	)		(48,995	)
	$	638,347		$	352,791

(1)

For a comprehensive list of our unfunded investment commitments see the footnotes to our consolidated schedule of investments included in our accompanying consolidated financial statements.

(2)

Other networking capital is interest receivable less all liabilities exclusive of debt.

Capital Resources

We may from time to time enter into additional credit facilities and borrowing arrangements to increase the amount of our borrowings as our called equity capital increases. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such financing arrangements. We are currently required to maintain a minimum asset coverage ratio (total assets-to-senior securities) of 150% under the 1940 Act if certain conditions are met.

The table below summarizes certain financing obligations that are expected to have an impact on our liquidity and cash flow in specified future interval periods:


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
SPV I facility	$	474,000	$	—	$	—	$	474,000	$	—
SPV II facility		727,000		—		—		727,000		—
Collateralized loan obligations		390,000		—		—		—		390,000
Revolving credit facility		160,000		—		—		160,000		—
2030 Notes		500,000		—		—		500,000		—
2031 Notes		400,000		—		—		—		400,000
Series A Notes		69,000		—		69,000		—		—
Series B Notes		75,000		—		75,000		—		—
Series C Notes		116,000		—		—		116,000		—
Series D Notes		75,000		—		—		75,000		—
Series E Notes		50,000		—		50,000		—		—
Series F Notes		165,000		—		—		165,000		—
Series G Notes		50,000		—		—		50,000		—
Total Contractual Obligations	$	3,251,000	$	—	$	194,000	$	2,267,000	$	790,000

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined by the Valuation Designee, subject to the continued oversight of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. 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

We will be subject to financial market risks, including changes in interest rates. As of December 31, 2025, 99.2% of our debt investments (99.0% of our total investments), or $6.32 billion measured at fair value, are subject to floating interest rates. Additionally, the SPV I Facility, the SPV II Facility, the collateralized loan obligations, the Revolving Credit Facility, and certain of the Notes are subject to floating interest rates. In connection with our Series F Notes, 2030 Notes, and 2031 Notes, which bear interest at fixed rates, we entered into interest rate swaps in order to align the interest rate risk of our liabilities with our investment portfolio. A prolonged period of elevated interest rates can be expected to lead to (i) higher interest income from our floating rate debt investments, (ii) value declines for fixed interest rate investments we may hold and (iii) higher interest expense in connection with our floating rate debt securities. Since the majority of our investments consist of floating rating investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Adviser to meet or exceed the quarterly threshold for the Income-Based Fee as described in Note 3. Agreements and Related Party Transactions.

The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 100, 200, or 300 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on December 31, 2025. Interest expense is calculated based on the terms of the Financing Facility, using the outstanding balance as of December 31, 2025. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of December 31, 2025. These hypothetical calculations are based on a model of the investments in our portfolio, held as of December 31, 2025, and are only adjusted for assumed changes in the underlying base interest rates. Actual results could differ significantly from those estimated in the table.


Change in Interest Rates	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	183,972		$	(84,019	)	$	99,953
Up 200 basis points		120,049			(53,359	)		66,690
Up 100 basis points		56,127			(22,699	)		33,428
Down 100 basis points		(66,784	)		38,621			(28,163	)
Down 200 basis points		(122,478	)		69,281			(53,197	)
Down 300 basis points		(163,606	)		99,941			(63,665	)

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We have employed and may continue to employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

Item 8. Consolidated Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of MSD Investment Corp.

Opinion on the Consolidated Financial Statements and Consolidated Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of MSD Investment Corp. and subsidiaries (the "Company"), including the consolidated schedules of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period then ended, and the consolidated financial highlights (in Note 12) for each of the four years in the period then ended and for the period from December 21, 2021 (commencement of operations) to December 31, 2021, and the related notes (collectively referred to as the “financial statements and financial highlights”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period then ended, and the financial highlights for each of the four years in the period then ended and for the period from December 21, 2021 (commencement of operations) to December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2025 and 2024, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

New York, New York

March 25, 2026

We have served as the Company’s auditor since 2021.

MSD Investment Corp.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)


	December 31, 2025			December 31, 2024
ASSETS
Non-controlled/non-affiliated investments, at fair value (1)	$	6,391,054		$	4,529,064
Cash and cash equivalents		128,658			109,302
Restricted cash		3,160			410
Interest and dividends receivable		28,665			31,819
Principal receivable		20,809			5,503
Unrealized appreciation on forward contracts		—			9,441
Prepaid expenses and other assets		18,104			124
Total assets	$	6,590,450		$	4,685,663

LIABILITIES
SPV I facility	$	474,000		$	503,000
SPV II facility		727,000			537,000
Collateralized loan obligations		390,000			390,000
Unsecured Notes		1,499,425			599,141
Revolving credit facility		160,000			150,000
Loan repurchase obligations		—			52,043
Deferred financing costs net of accumulated amortization		(41,820	)		(28,269	)
Total debt, net of financing costs		3,208,605			2,202,915
Payable for investments purchased		12,627			19,113
Interest payable		34,977			29,984
Income based incentive fee payable		13,369			10,398
Management fees payable		11,777			8,063
Capital gains incentive fee payable		4,386			5,359
Accrued expenses and other liabilities		3,261			2,190
Accrued professional fees		840			1,012
Due to affiliates		2,625			2,751
Financing costs payable		771			1,944
Unrealized depreciation on forward contracts		18,860			—
Total liabilities	$	3,312,098		$	2,283,729
Commitments and contingencies (Note 8)
NET ASSETS
Preferred Stock, par value $0.001 (0 and 250 shares authorized and outstanding, respectively) (2)	$	—		$	—
Paid-in capital in excess of par value of Preferred Stock		—			750
Common stock, par value $0.001 (200,000,000 shares authorized, 138,244,276 and 100,611,506 shares issued and outstanding, respectively)		138			101
Paid-in capital in excess of par value		3,301,386			2,408,415
Distributable earnings (accumulated losses)		(23,172	)		(7,332	)
Total net assets	$	3,278,352		$	2,401,934
Net asset value per common share	$	23.71		$	23.87

(1)

Non-controlled/non-affiliated investments at amortized cost $6,389,065 and $4,534,957 as of December 31, 2025 and December 31, 2024, respectively.

(2)

Preferred Stock par value for December 31, 2024 is zero due to rounding.

The accompanying notes are an integral part of these consolidated financial statements.

MSD Investment Corp.

Consolidated Statement of Operations

(in thousands, except share and per share amounts)



	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	525,007		$	372,474		$	176,120
Dividend Income		1,143			(230	)		1,040
Payment-in-kind interest income		31,760			15,187			12,365
Payment-in-kind dividend income		4,591			7,350			2,945
Other income		8,356			10,391			4,254
Total investment income		570,857			405,172			196,724
Expenses:
Interest expense		201,095			147,803			66,206
Income based incentive fee		47,218			33,244			16,950
Management fees		40,220			25,213			11,535
Administration expense		5,721			5,169			2,551
Capital gains incentive fee		(972	)		5,359			—
Professional fees		5,581			3,214			2,087
Custody expense		1,423			970			401
General and other expenses		1,505			717			422
Board of directors’ fee		310			277			310
Organization and offering costs		27			77			21
Transfer agency fees		187			104			99
Total expenses		302,315			222,147			100,582
Net investment income (loss)		268,542			183,025			96,142

Realized and unrealized gain (loss):
Net realized gains (losses):
Non-controlled/non-affiliated investments		20,853			22,929			4,842
Foreign currency forward contracts		(6,868	)		3,137			(2,076	)
Foreign currency transactions		(78	)		110			(327	)
Net realized gain (loss)		13,907			26,176			2,439
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments		7,884			5,870			37,565
Foreign currency forward contracts		(28,302	)		10,238			(461	)
Foreign currency transactions		28			(1	)		(9	)
Net change in unrealized appreciation (depreciation)		(20,390	)		16,107			37,095
Net realized and unrealized gain (loss)		(6,483	)		42,283			39,534
Net increase (decrease) in net assets resulting from operations	$	262,059		$	225,308		$	135,676

Preferred Stock Dividends		(86	)		(90	)		(8	)
Net increase (decrease) in net assets resulting from operations applicable to common shareholders	$	261,973		$	225,218		$	135,668

Per share information - basic and diluted:
Net investment income (loss) per share (basic and diluted)	$	2.43		$	2.77		$	3.23
Earnings per share (basic and diluted)	$	2.38		$	3.41		$	4.56
Distributions declared per common share	$	2.54		$	3.00		$	3.09
Weighted average shares outstanding (basic and diluted)		110,291,031			66,018,618			29,738,420

The accompanying notes are an integral part of these consolidated financial statements.

MSD Investment Corp.

Consolidated Statement of Changes in Net Assets

(in thousands, except shares)


													Accumulated Earnings
	Preferred Shares					Common Shares				Paid-in-Capital in			(Loss), net of			Total
	Shares			Par Value		Shares		Par Value		Excess of Par Value			Distributions			Net Assets
Balance, December 31, 2022		—			—		22,126,135	$	22	$	535,300		$	(53,476	)	$	481,846
Operations:
Net investment income		—			—		—		—		—			96,142			96,142
Net realized gain (loss)		—			—		—		—		—			2,439			2,439
Net change in unrealized appreciation (depreciation)		—			—		—		—		—			37,095			37,095
Net increase (decrease) in net assets resulting from operations		—			—		—		—		—			135,676			135,676
Shareholder distributions:
Distributions to shareholders		—			—		—		—		—			(96,770	)		(96,770	)
Net increase (decrease) in net assets resulting from shareholder distributions		—			—		—		—		—			(96,770	)		(96,770	)
Capital Share Transactions:
Common shares issued from reinvestment of distributions		—			—		3,568,598		3		81,081			—			81,084
Issuance of preferred shares (1)		250			—		—		—		750			—			750
Issuance of shares		—			—		14,584,479		15		334,985			—			335,000
Tax reclassification of shareholders' equity in accordance with generally accepted accounting principles		—			—		—		—		773			(773	)		—
Net increase (decrease) for the year		250			—		18,153,077		18		417,589			38,133			455,740
Balance, December 31, 2023		250			—		40,279,212	$	40	$	952,889		$	(15,343	)	$	937,586
Operations:
Net investment income		—			—		—		—		—			183,025			183,025
Net realized gain (loss)		—			—		—		—		—			26,176			26,176
Net change in unrealized appreciation (depreciation)		—			—		—		—		—			16,107			16,107
Net increase (decrease) in net assets resulting from operations		—			—		—		—		—			225,308			225,308
Shareholder distributions:
Distributions to shareholders		—			—		—		—		—			(217,118	)		(217,118	)
Net increase (decrease) in net assets resulting from shareholder distributions		—			—		—		—		—			(217,118	)		(217,118	)
Capital Share Transactions:
Common shares issued from reinvestment of distributions		—			—		5,498,875		6		131,152			—			131,158
Issuance of shares		—			—		54,833,419		55		1,324,945			—			1,325,000
Tax reclassification of shareholders' equity in accordance with generally accepted accounting principles		—			—		—		—		179			(179	)		—
Net increase (decrease) for the year		—			—		60,332,294		61		1,456,276			8,011			1,464,348
Balance, December 31, 2024		250			—		100,611,506	$	101	$	2,409,165		$	(7,332	)	$	2,401,934
Operations:
Net investment income		—			—		—		—		—			268,542			268,542
Net realized gain (loss)		—			—		—		—		—			13,907			13,907
Net change in unrealized appreciation (depreciation)		—			—		—		—		—			(20,390	)		(20,390	)
Net increase (decrease) in net assets resulting from operations		—			—		—		—		—			262,059			262,059
Shareholder distributions:
From distributable earnings		—			—		—		—		—			(278,010	)		(278,010	)
From return of capital		—			—		—		—		(9,943	)		—			(9,943	)
Net increase (decrease) in net assets resulting from shareholder distributions		—			—		—		—		(9,943	)		(278,010	)		(287,953	)
Capital Share Transactions:
Common shares issued from reinvestment of distributions		—			—		4,328,462		4		103,058			—			103,062
Redemption of preferred shares (2)		(250	)		—		—		—		(750	)		—			(750	)
Issuance of shares		—			—		33,304,308		33		799,967			—			800,000
Tax reclassification of shareholders' equity in accordance with generally accepted accounting principles		—			—		—		—		(111	)		111			—
Net increase (decrease) for the year		(250	)		—		37,632,770		37		892,221			(15,840	)		876,418
Balance, December 31, 2025		—			—		138,244,276	$	138	$	3,301,386		$	(23,172	)	$	3,278,352

(1)

Issuance of preferred shares par value is zero due to rounding..

(2)

Redemption of preferred shares par value is zero due to rounding

The accompanying notes are an integral part of these consolidated financial statements.

MSD Investment Corp.

Consolidated Statement of Cash Flows

(in thousands, except shares)



	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Cash flow from operating activities
Net increase (decrease) in net assets resulting from operations	$	262,059		$	225,308		$	135,676
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Accrued interest and dividends received in-kind		(36,350	)		(22,540	)		(12,365	)
Net accretion of discount and amortization of premium		(20,229	)		(16,046	)		(7,754	)
Proceeds from sale of investments and principal repayments		1,295,981			1,199,994			398,041
Purchases of investments		(3,072,656	)		(3,464,619	)		(1,550,830	)
Net realized (gains) losses on investments		(20,853	)		(22,929	)		(4,842	)
Net change in unrealized (appreciation) depreciation on investments		(7,884	)		(5,870	)		(37,565	)
Net receipt of settlement of derivatives		(6,868	)		3,137			(2,076	)
Net realized (gains) losses on derivatives		6,868			(3,137	)		2,076
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts		28,302			(10,238	)		461
Amortization of deferred financing costs		7,418			4,650			2,117
Amortization of discount on debt		806			—			—
(Increase) decrease in operating assets:
Interest and dividends receivable		3,154			(12,543	)		(12,473	)
Principal receivable		(15,306	)		(5,503	)		16,523
Prepaid expenses and other assets		(7,675	)		1,004			(51	)
Increase (decrease) in operating liabilities:
Due to affiliates		(126	)		2,302			449
Payable for investments purchased		(6,486	)		(195,471	)		189,855
Management fees payable		3,714			4,279			3,701
Income based incentive fee payable		2,971			5,275			5,064
Capital gains incentive fee payable		(973	)		5,359			—
Interest payable		4,993			12,184			11,643
Accrued professional fees		(172	)		580			82
Accrued expenses and other liabilities		(363	)		723			374
Net cash provided by (used in) operating activities		(1,579,675	)		(2,294,101	)		(861,894	)
Cash flow from financing activities
Proceeds from issuance of common shares (net of change in subscriptions receivable)		800,000			1,325,000			335,000
Proceeds from repurchase obligations		30,000			693,990			313,841
Repayment of repurchase obligations		(82,043	)		(691,973	)		(263,816	)
Debt borrowings		2,694,606			2,341,000			1,270,000
Debt repayments		(1,633,000	)		(1,259,000	)		(709,000	)
Distributions paid		(184,805	)		(85,870	)		(15,678	)
Deferred financing costs paid		(22,141	)		(17,850	)		(11,525	)
Proceeds from issuance of preferred shares, net of underwriting costs		—			—			750
Preferred dividends paid		(86	)		(90	)		(8	)
Preferred share redemption		(750	)		—			—
Net cash provided by (used in) financing activities		1,601,781			2,305,207			919,564
Net increase in cash, cash equivalents, and restricted cash		22,106			11,106			57,670
Cash, cash equivalents, and restricted cash, beginning of period		109,712			98,606			40,936
Cash, cash equivalents, and restricted cash, end of period	$	131,818		$	109,712		$	98,606
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	128,658		$	109,302		$	98,606
Restricted cash	$	3,160		$	410		$	—
Total cash, cash equivalents, and restricted cash	$	131,818		$	109,712		$	98,606
Supplemental disclosure of cash flow information and non-cash financing activities
Cash paid for interest	$	187,229		$	122,750		$	36,625
Reinvestment of shareholder distributions	$	103,062		$	131,158		$	81,084
Incremental financing cost payable	$	707		$	1,880		$	114

The accompanying notes are an integral part of these consolidated financial statements.

MSD Investment Corp.

Consolidated Schedule of Investments

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
Investments - non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Frontgrade Technologies Inc. - Incremental Term Loan		S + 5.25%	0.75%	9.13% (Incl 1.50% PIK)	1/9/2030		9,620		9,490			9,620			0.29	%
Frontgrade Technologies Inc.		S + 5.25%	0.75%	9.13% (Incl 1.50% PIK)	1/9/2030		59,477		58,544			59,477			1.81
Frontgrade Technologies Inc. - Incremental Term Loan 2		S + 5.25%	0.75%	9.12% (Incl 1.50% PIK)	1/9/2030		5,467		5,419			5,467			0.17
Frontgrade Technologies Inc. - Incremental Term Loan 3		S + 5.00%	0.75%	8.94%	1/9/2030		4,374		4,374			4,374			0.13
Frontgrade Technologies Inc. - Revolving Credit Facility	(11)	S + 5.00%	0.75%	8.85%	1/9/2028		1,239		1,158			1,239			0.04
Sky Merger Sub, LLC		S + 6.60%	1.50%	10.42%	5/28/2029		106,875		104,899			105,053			3.20
Sky Merger Sub, LLC - Delayed Draw Term Loan	(11)	S + 6.60%	1.50%	10.26%	5/28/2029		—		—			99			—
Sky Merger Sub, LLC - Revolving Credit Facility	(11)	S + 6.60%	1.50%	10.26%	5/28/2029		—		(425	)		(426	)		(0.01	)
Systems Planning and Analysis, Inc.		S + 4.75%	1.00%	8.42%	8/16/2027		10,495		10,420			10,417			0.32
Systems Planning and Analysis, Inc. - Delayed Draw Term Loan		S + 4.75%	1.00%	8.42%	8/16/2027		6,555		6,495			6,507			0.20
Systems Planning and Analysis, Inc. - Delayed Draw Term Loan Add on	(6)	S + 4.75%	1.00%	8.44%	8/16/2027		49,865		49,492			49,495			1.51
Systems Planning and Analysis, Inc. - Delayed Draw Term Loan Add on 2	(11)	S + 4.75%	1.00%	8.42%	8/16/2027		19,238		19,076			19,084			0.58
Systems Planning and Analysis, Inc. - Revolving Credit Facility	(6)(11)	S + 4.75%	1.00%	10.00%	8/16/2027		2,158		2,125			2,115			0.06
									271,067			272,521			8.30
Banking, Finance, Insurance & Real Estate
7Ridge Investments	(10)	S + 8.00%	1.00%	11.67%	7/7/2028		47,171		46,382			46,378			1.41
7Ridge Investments - Delayed Draw Term Loan	(10)(11)	S + 8.00%	1.00%	11.67%	7/7/2028		11,277		11,123			11,123			0.34
ALF Finance	(10)	S + 6.00%	1.00%	9.67%	12/10/2029		28,522		28,321			28,261			0.86
ALF Finance - Delayed Draw Term Loan	(10)	S + 6.00%	1.00%	9.67%	12/10/2029		46,191		45,866			45,768			1.40
ALF Finance - Incremental Term Loan	(10)	S + 6.00%	1.00%	9.67%	12/10/2029		15,267		15,122			15,127			0.46
Foundation Risk Partners		S + 4.75%	0.75%	8.42%	10/29/2030		19,586		19,550			19,502			0.59
Foundation Risk Partners - Delayed Draw Term Loan		S + 4.75%	0.75%	8.42%	10/29/2030		44,363		43,714			44,174			1.35
Foundation Risk Partners - Delayed Draw Term Loan Incremental		S + 4.75%	0.75%	8.42%	10/29/2030		9,915		9,837			9,873			0.30
Foundation Risk Partners - Delayed Draw Term Loan Second Incremental	(6)(11)	S + 4.75%	0.75%	8.62%	10/29/2030		6,820		6,781			6,782			0.21
Foundation Risk Partners - Revolving Credit Facility	(11)	S + 4.75%	0.75%	8.42%	10/29/2029		1,334		1,308			1,334			0.04
Fullsteam		S + 5.25%	0.75%	9.11%	8/8/2031		24,231		23,995			24,036			0.73
Fullsteam - Delayed Draw Term Loan	(11)	S + 5.25%	0.75%	8.91%	8/8/2031		—		(35	)		(25	)		—
Fullsteam - Revolving Credit Facility	(11)	S + 5.25%	0.75%	8.91%	8/8/2031		—		(25	)		(25	)		—
Healthco Investment LTD EUR	UK(9)(10)	E + 5.75%	0.00%	7.85%	9/9/2032		EUR 27,178		26,596			26,656			0.81
Healthco Investment LTD GBP	UK(9)(10)	SO + 5.75%	0.00%	9.72%	9/9/2032		GBP 6,738		6,624			6,609			0.20
Healthco Investment LTD - Delayed Draw Term Loan GBP	UK(9)(10)(11)	SO + 5.75%	0.00%	9.79%	9/9/2032		GBP —		(61	)		(61	)		—
JLL Partners Fund VII Secondary	(10)	S + 6.75%	1.00%	10.42% PIK	4/29/2032		54,070		53,350			53,336			1.63
Onbe Inc.		S + 5.50%	1.00%	9.22%	7/25/2031		128,700		126,482			126,649			3.86
									464,930			465,497			14.19

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Beverage, Food & Tobacco
Inspired Pet Nutrition EUR	UK(9)(10)	E + 5.50%	0.75%	7.62%	6/30/2030		EUR 49,921		48,773			49,207			1.50
Inspired Pet Nutrition EUR - Delayed Draw Term Loan	UK(9)(10)	E + 5.50%	0.75%	7.62%	6/30/2030		EUR 21,458		21,125			21,151			0.65
Inspired Pet Nutrition EUR - Delayed Draw Term Loan Add on	UK(9)(10)	E + 5.50%	0.75%	7.62%	6/30/2030		EUR 11,746		11,562			11,578			0.35
Inspired Pet Nutrition GBP	UK(9)(10)	SO + 5.50%	0.75%	9.48%	6/30/2030		GBP 104,431		102,319			102,970			3.14
Inspired Pet Nutrition - Delayed Draw Term Loan	UK(9)(10)(11)	SO + 5.50%	0.75%	9.22%	6/30/2030		GBP 3,408		3,335			3,334			0.10
LJ Perimeter Buyer, Inc.		S + 6.65%	1.00%	10.49%	10/31/2028		18,878		18,568			17,527			0.53
LJ Perimeter Buyer, Inc. - Delayed Draw Term Loan	(6)	S + 6.65%	1.00%	10.33%	10/31/2028		2,427		2,433			2,299			0.07
									208,115			208,066			6.34
Capital Equipment
Faraday Buyer, LLC		S + 6.00%	1.00%	9.67%	10/10/2028		32,804		32,383			32,430			0.99
Texas Hydraulics		S + 6.25%	2.00%	9.97%	11/20/2030		89,100		87,568			87,644			2.67
Trillium FlowControl	LU(9)(10)	S + 5.00%	1.00%	8.67%	12/20/2029		18,150		17,929			17,934			0.55
Trillium FlowControl - Delayed Draw Term Loan	LU(9)(10)(11)	S + 5.00%	1.00%	8.66%	12/20/2029		—		(16	)		(16	)		—
Trillium FlowControl - Revolving Credit Facility	LU(9)(10)(11)	S + 5.00%	1.00%	8.69%	12/20/2029		—		(36	)		(18	)		—
									137,828			137,974			4.21
Chemicals, Plastics & Rubber
Agrofresh		S + 5.50%	0.00%	9.32%	3/31/2030		65,753		64,940			64,952			1.98
Agrofresh - Revolving Credit Facility	(11)	S + 5.50%	0.00%	9.32%	3/31/2029		3,306		3,199			3,199			0.10
TPC Group, Inc.		S + 5.75%	0.00%	9.39%	11/24/2031		44,663		44,081			39,824			1.21
									112,220			107,975			3.29
Construction & Building
Cook & Boardman Group		S + 6.00%	1.00%	9.67%	3/4/2030		122,812		120,917			120,667			3.68
Cook & Boardman Group - Delayed Draw Term Loan	(6)(11)	S + 6.00%	1.00%	9.68%	3/4/2030		41,869		40,629			40,597			1.24
Elessent Clean Technologies Inc.		S + 6.00%	1.00%	9.73%	11/15/2029		135,474		133,265			133,373			4.07
Elessent Clean Technologies Inc. - Revolving Credit Facility	(11)	S + 6.00%	1.00%	9.66%	11/15/2029		—		(204	)		(204	)		(0.01	)
Great Day Improvements LLC		S + 5.76%	1.50%	9.33%	6/13/2030		84,710		83,349			83,448			2.55
Great Day Improvements LLC - Revolving Credit Facility	(11)	S + 5.76%	1.50%	9.35%	6/13/2030		2,800		2,592			2,591			0.08
Michael Baker		S + 4.50%	0.00%	8.19%	12/1/2028		100,000		96,506			96,504			2.94
Texas Infrastructure Holdings, L.L.C.		S + 8.00%	0.00%	11.67%	12/22/2027		31,330		30,709			30,711			0.94
									507,763			507,687			15.49
Consumer Goods: Non-durable
1440 Foods Topco LLC		S + 5.00%	0.00%	8.72%	10/31/2031		19,819		18,848			18,679			0.57
GSM Outdoors		S + 5.00%	1.00%	8.67%	9/30/2031		12,288		11,538			12,134			0.37
Parfums Holdings Co.		S + 5.25%	1.00%	8.92%	6/27/2030		95,299		94,525			94,583			2.89
Parfums Holdings Co. - Revolving Credit Facility	(11)	S + 5.25%	1.00%	8.91%	6/27/2029		—		(42	)		(42	)		—
Valeron Group, LLC		S + 5.50%	0.00%	9.23%	10/18/2031		148,500		145,268			145,237			4.43
Valeron Group, LLC - Delayed Draw Term Loan		S + 5.50%	0.00%	9.23%	10/18/2031		49,550		48,426			48,461			1.48
									318,563			319,052			9.74

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Containers, Packaging & Glass
Confluent Holdings LLC		S + 7.00%	2.00%	10.67%	3/28/2029		28,789		28,164			28,039			0.86
Confluent Holdings LLC - Delayed Draw Term Loan		S + 7.00%	2.00%	10.67%	3/28/2029		14,394		14,086			14,020			0.43
Confluent Holdings LLC - Delayed Draw Term Loan Add On	(11)	S + 7.00%	2.00%	10.67%	3/28/2029		4,774		4,685			4,689			0.14
Dellner Couplers Group AB	UK(9)(10)	E + 5.43%	0.50%	7.32%	6/29/2029		EUR 44,635		40,558			44,561			1.36
									87,493			91,309			2.79
Environmental Industries
Inframark		S + 5.25%	0.75%	9.07% (Incl 2.75% PIK)	7/31/2031		18,707		18,551			18,670			0.57
Inframark - Delayed Draw Term Loan	(11)	S + 5.25%	0.75%	9.07% (Incl 2.75% PIK)	7/31/2031		2,294		2,271			2,293			0.07
									20,822			20,963			0.64
Healthcare & Pharmaceuticals
CareVet LLC - Term Loan A		S + 6.00%	2.00%	9.67%	6/18/2029		112,200		111,616			111,559			3.40
CareVet LLC - Term Loan B		N/A	N/A	14.75% (Incl 7.5% PIK)	6/18/2029		11,142		10,922			11,004			0.34
CareVet LLC - Delayed Draw Term Loan A	(6)(11)	S + 6.00%	2.00%	9.77%	6/18/2029		11,599		11,323			11,486			0.35
CareVet LLC - Delayed Draw Term Loan B	(11)	S + 6.00%	2.00%	9.67%	6/18/2029		20,922		20,693			20,975			0.64
CareVet LLC - Revolving Credit Facility	(11)	S + 6.00%	2.00%	9.66%	6/18/2029		—		(46	)		(46	)		—
Gainwell Acquisition Corp		S + 4.10%	0.75%	7.77%	10/1/2027		982		955			963			0.03
LSCS Holdings Inc.		S + 4.50%	0.00%	8.17%	2/23/2032		16,900		16,821			16,527			0.50
Natural Partners, Inc.		S + 4.50%	1.00%	8.32%	11/29/2030		50,327		49,748			49,885			1.52
Natural Partners, Inc. - Revolving Credit Facility	(11)	S + 4.50%	1.00%	8.16%	11/29/2030		—		(65	)		(58	)		—
PetVet Care Centers		S + 6.00%	0.75%	9.72%	11/15/2030		52,452		51,632			47,917			1.46
PetVet Care Centers - Revolving Credit Facility	(11)	S + 6.00%	0.75%	9.84%	11/15/2029		698		608			94			—
Pharmalogic Holdings Corp.		S + 5.00%	1.00%	8.72%	6/21/2030		19,703		19,463			19,482			0.59
Pharmalogic Holdings Corp.		S + 5.00%	1.00%	8.72%	6/21/2030		CAD 53,825		53,296			53,225			1.62
Pharmalogic Holdings Corp. - Delayed Draw Term Loan	(11)	S + 5.00%	1.00%	8.72%	6/21/2030		5,051		4,916			4,919			0.15
Solvias AG	CH(9)(10)	SA + 5.50%	0.75%	6.25%	2/27/2032		CHF 165,291		142,392			161,909			4.94
Solvias AG - Revolving Credit Facility	CH(9)(10)(11)	SA + 5.50%	0.75%	6.25%	2/27/2030		CHF —		(404	)		(472	)		(0.01	)
St. Croix		S + 4.50%	0.50%	8.37%	10/24/2032		51,435		50,926			50,934			1.55
St. Croix - Revolving Credit Facility	(11)	S + 4.50%	0.50%	8.16%	10/24/2032		—		(83	)		(83	)		—
									544,713			560,220			17.08

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
High Tech Industries
Alteryx, Inc.		S + 6.00%	0.75%	9.72%	3/19/2031		26,125		25,797			25,832			0.79
Alteryx, Inc. - Delayed Draw Term Loan		S + 6.00%	0.75%	9.72%	3/19/2031		59,375		58,652			58,710			1.79
Alteryx, Inc. - Revolving Credit Facility	(11)	S + 6.00%	0.75%	9.66%	3/19/2031		—		(106	)		(106	)		—
CoreWeave - Delayed Draw Term Loan	(6)	S + 6.00%	0.00%	9.87%	8/26/2030		34,994		34,587			34,994			1.07
CoreWeave - Delayed Draw Term Loan Add on	(6)(11)	S + 4.25%	0.00%	8.01%	9/29/2030		107,634		106,110			106,110			3.24
Inmar, Inc.	(6)	S + 4.50%	0.00%	8.24%	10/30/2031		26,126		25,895			25,756			0.79
Integral Ad Science Holding Corp		S + 5.00%	1.00%	8.73%	12/23/2031		76,000		71,441			71,440			2.18
Learnosity	IE(9)(10)	S + 5.25%	1.00%	8.92%	1/15/2031		91,806		90,940			90,840			2.77
Learnosity - Revolving Credit Facility	IE(9)(10)(11)	S + 5.25%	1.00%	8.91%	1/15/2031		—		(79	)		(79	)		—
MYOB Invest Co Pty Ltd and MYOB US Borrower LLC	AUS(9)(10)	B + 5.25%	0.00%	8.94% (Incl 2.75% PIK)	6/6/2030		AUD 50,802		48,762			50,221			1.53
SMX Group Intermediate Holdings LLC		S + 4.50%	0.00%	8.22%	2/6/2032		10,333		10,237			10,186			0.31
Watchguard Technologies, Inc.		S + 5.25%	0.75%	8.97%	7/2/2029		49,871		48,173			49,716			1.52
									520,409			523,620			15.99
Hotel, Gaming & Leisure
AmerSpirit FL LLC		S + 4.75%	3.00%	8.42%	8/15/2030		59,004		58,155			58,186			1.77
AmerSpirit FL LLC - Delayed Draw Term Loan		S + 4.75%	3.00%	8.42%	8/15/2030		173,875		171,409			171,464			5.23
AmerSpirit FL LLC - Delayed Draw Term Loan 2	(11)	S + 4.75%	3.00%	8.42%	8/15/2030		10,417		9,933			9,937			0.30
Chuck E. Cheese		S + 6.00%	2.00%	9.67%	9/26/2030		80,000		78,845			78,863			2.41
Clubcorp Holdings Inc.		S + 5.00%	1.00%	8.67%	7/10/2032		146,832		144,684			144,778			4.42
Clubcorp Holdings Inc. - Delayed Draw Term Loan	(11)	S + 5.00%	1.00%	8.66%	7/10/2032		—		(62	)		(62	)		—
Clubcorp Holdings Inc. - Revolving Credit Facility	(11)	S + 5.00%	1.00%	8.66%	7/10/2031		—		(221	)		(221	)		(0.01	)
Highgate Hotels, L.P.		S + 5.50%	1.00%	9.17%	11/5/2029		98,000		96,639			96,078			2.93
Highgate Hotels, L.P. - Revolving Credit Facility	(11)	S + 5.50%	1.00%	9.16%	11/3/2029		—		(160	)		(245	)		(0.01	)
Highgate Hotels, L.P.- Delayed Draw Term Loan	(11)	S + 5.50%	1.00%	9.16%	11/3/2029		—		(242	)		(240	)		(0.01	)
Hotel Equities Group, LLC		S + 5.75%	2.00%	9.61%	1/22/2029		29,218		28,887			28,860			0.88
Hotel Equities Group, LLC - Revolving Credit Facility	(11)	S + 5.75%	2.00%	9.59%	1/22/2029		2,900		2,778			2,778			0.08
J&J Ventures Gaming LLC		S + 5.11%	0.75%	8.83%	4/26/2028		133,312		130,702			134,146			4.09
J&J Ventures Gaming LLC Add on		S + 5.00%	0.75%	8.72%	4/26/2030		30,000		29,713			30,300			0.92
K1 Speed Inc.		S + 6.25%	1.00%	10.23%	1/2/2029		18,214		17,972			17,952			0.55
K1 Speed Inc. - Delayed Draw Term Loan	(6)(11)	S + 6.25%	1.00%	10.08%	1/2/2029		3,643		3,563			3,555			0.11
K1 Speed Inc. - Delayed Draw Term Loan B		S + 6.25%	1.00%	9.92%	1/2/2029		3,643		3,590			3,590			0.11
K1 Speed Inc. Incremental		S + 6.25%	1.00%	10.23%	1/2/2029		4,250		4,188			4,189			0.13
K1 Speed Inc. Second Incremental		S + 6.25%	1.00%	10.15%	1/2/2029		1,943		1,917			1,915			0.06
Sandlot Baseball Borrower Co.		S + 5.00%	1.00%	8.67%	12/27/2028		65,333		64,483			64,783			1.98
Sandlot Baseball Borrower Co. - Delayed Draw Term Loan		S + 5.00%	1.00%	8.67%	12/27/2028		10,877		10,788			10,829			0.33
Sandlot Baseball Borrower Co. - Delayed Draw Term Loan 2	(11)	S + 5.00%	1.00%	8.67%	12/27/2028		31,320		31,089			31,093			0.95
Sandlot Baseball Borrower Co. - Revolving Credit Facility	(11)	S + 5.00%	1.00%	8.66%	12/27/2028		—		—			—			—
									888,650			892,528			27.22

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Media: Advertising, Printing & Publishing
Nottingham Forest	UK(9)(10)	N/A	N/A	12.94% PIK	7/15/2028		GBP 5,638		5,572			5,619			0.17
Patientpoint		S + 5.00%	0.00%	8.67%	10/15/2032		185,000		175,828			178,062			5.43
Raptive		S + 4.36%	0.50%	8.08%	3/23/2028		6,323		6,189			6,228			0.19
Raptive - Incremental Term Loan		S + 4.36%	0.50%	7.97%	3/23/2028		150,000		146,151			147,750			4.51
Southampton FC	UK(9)(10)	SO + 6.00%	0.00%	9.98%	9/20/2029		GBP 65,248		63,295			64,639			1.97
Southampton FC - Revolving Credit Facility	UK(9)(10)	SO + 6.00%	0.00%	9.98%	9/20/2029		GBP 13,475		13,072			13,349			0.41
									410,107			415,647			12.68
Media: Broadcasting & Subscription
Sheffield United F.C.	UK(9)(10)	N/A	N/A	10.70%	5/22/2026		GBP 3,405		3,138			3,402			0.10
									3,138			3,402			0.10
Media: Diversified & Production
AVSC Holding Corporation		S + 5.00%	0.75%	8.72%	12/5/2031		58,277		57,238			57,288			1.75
AVSC Holding Corporation - Revolving Credit Facility	(11)	S + 5.00%	0.75%	8.69%	12/5/2029		—		(99	)		(99	)		—
Bisnow		S + 7.50%	3.00%	11.17%	5/9/2028		28,155		27,910			27,993			0.85
Candle Media Co Ltd		S + 6.10%	0.75%	9.77% (Incl 3.50% PIK)	6/18/2029		27,444		27,288			24,556			0.75
Candle Media Co Ltd - Delayed Draw Term Loan		S + 6.10%	0.75%	9.77% (Incl 3.50% PIK)	6/18/2029		10,865		10,808			9,721			0.30
Townsquare Media Inc.		S + 5.00%	0.50%	8.88%	2/13/2030		49,055		46,960			34,216			1.04
									170,105			153,675			4.69
Services: Business
ASC Engineered Solutions		S + 4.75%	0.75%	8.59%	7/10/2031		49,500		49,078			49,108			1.50
BDO USA, P.C.		S + 5.00%	2.00%	8.86%	8/31/2028		64,989		64,218			65,167			1.99
Best Trash LLC		S + 4.75%	1.00%	8.42%	7/10/2031		51,844		51,288			51,346			1.57
Best Trash LLC - Delayed Draw Term Loan	(6)	S + 4.75%	1.00%	8.47%	7/10/2031		16,211		16,044			16,055			0.49
Best Trash LLC - Incremental Delayed Draw Term Loan	(11)	S + 4.75%	1.00%	8.41%	7/10/2031		—		(116	)		(115	)		—
Best Trash LLC - Incremental Term Loan		S + 4.75%	1.00%	8.68%	7/10/2031		11,326		11,214			11,217			0.34
Best Trash LLC - Revolving Credit Facility	(11)	S + 4.75%	1.00%	8.42%	7/10/2031		190		128			130			—
Brock Holdings III, LLC		S + 5.75%	0.50%	9.42%	5/1/2030		37,283		36,924			37,345			1.14
Brown & Root Revolver	(11)	S + 5.00%	1.00%	8.84%	10/3/2030		8,916		8,502			8,502			0.26
Brown & Root Term Loan		S + 5.00%	1.00%	8.67%	10/3/2030		128,270		126,405			126,439			3.86
DISA Holdings Corp.		S + 5.00%	0.75%	8.99%	9/9/2028		16,413		16,259			16,265			0.50
DISA Holdings Corp. - Delayed Draw Term Loan	(6)(11)	S + 5.00%	0.75%	8.98%	9/9/2028		12,048		11,936			11,939			0.36
DISA Holdings Corp. - Revolving Credit Facility	(6)(11)	S + 5.00%	0.75%	8.98%	9/9/2028		1,111		1,074			1,073			0.03
Ethos	(10)	S + 6.00%	1.00%	9.72%	12/30/2029		157,013		154,439			154,964			4.73
Four Winds Interactive LLC		S + 5.75%	0.75%	9.42%	2/20/2030		14,925		14,666			14,678			0.45
Four Winds Interactive LLC - Delayed Draw Term Loan	(11)	S + 5.75%	0.75%	9.41%	2/20/2030		—		(19	)		(19	)		—
Four Winds Interactive LLC - Revolving Credit Facility	(11)	S + 5.75%	0.75%	9.41%	2/20/2030		—		(32	)		(32	)		—

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Services: Business (continued)
Legends Hospitality Holding Company		S + 5.50%	0.75%	9.23% (Incl 2.75% PIK)	8/22/2031		65,519		64,436			64,504			1.97
Legends Hospitality Holding Company - Delayed Draw Term Loan	(6)(11)	S + 5.00%	0.75%	8.73%	8/22/2031		3,099		3,044			3,047			0.09
Legends Hospitality Holding Company - Revolving Credit Facility	(6)(11)	S + 5.00%	0.75%	8.73%	8/22/2030		2,437		2,322			2,321			0.07
RPX Corporation		S + 5.50%	1.00%	9.25%	8/2/2030		68,017		67,176			67,342			2.05
RPX Corporation - Incremental Term Loan		S + 5.50%	1.00%	9.23%	8/2/2030		13,010		12,880			12,881			0.39
RPX Corporation - Revolving Credit Facility	(11)	S + 5.50%	1.00%	9.19%	8/2/2030		—		(70	)		(61	)		—
S.A.F.E. Management		S + 4.75%	0.00%	8.63%	11/24/2031		35,000		34,652			34,656			1.06
S.A.F.E. Management - Delayed Draw Term Loan A	(11)	S + 4.75%	0.00%	8.41%	11/24/2031		—		2			2			—
S.A.F.E. Management - Delayed Draw Term Loan B	(11)	S + 4.75%	0.00%	8.41%	11/24/2031		—		3			3			—
S.A.F.E. Management - Delayed Draw Term Loan C	(11)	S + 4.75%	0.00%	8.41%	11/24/2031		—		2			2			—
S.A.F.E. Management - Revolving Credit Facility	(11)	S + 4.75%	0.00%	8.63%	11/24/2031		2,617		2,567			2,567			0.08
SurveyMonkey Global Inc.		S + 5.75%	1.00%	9.42%	5/31/2030		124,662		123,251			123,730			3.77
SurveyMonkey Global Inc. - Revolving Credit Facility	(11)	S + 5.75%	1.00%	9.41%	5/31/2029		—		(133	)		(94	)		—
Townsend		S + 6.50%	1.50%	10.34%	8/1/2030		11,850		11,562			11,577			0.35
Townsend - Revolving Credit Facility	(11)	S + 6.50%	1.50%	10.16%	8/1/2029		—		(54	)		(54	)		—
Travelport Finance (Luxembourg) S.A.R.L	LU(9)(10)	S + 7.26%	1.00%	11.25% (Incl 1.25% PIK)	9/30/2028		57,367		57,104			48,977			1.49
USA Debusk LLC		S + 5.25%	0.75%	8.97%	4/30/2031		16,396		16,193			16,242			0.50
USA Debusk LLC - Delayed Draw Term Loan	(6)(11)	S + 5.25%	0.75%	9.12%	4/30/2031		982		949			963			0.03
USA DeBusk LLC - Incremental Term Loan		S + 5.25%	0.75%	9.12%	4/30/2031		3,427		3,393			3,394			0.10
USA Debusk LLC - Revolving Credit Facility	(6)(11)	S + 5.25%	0.75%	9.06%	4/30/2030		2,252		2,227			2,219			0.07
									963,514			958,280			29.24
Services: Consumer
Aviation Institute of Maintenance	(14)	S + 7.00%	1.50%	10.67%	5/3/2029		32,565		31,868			31,912			0.97
Aviation Institute of Maintenance - Delayed Draw Term Loan	(14)	S + 7.00%	1.50%	10.67%	5/3/2029		18,973		18,607			18,592			0.57
Cadogan Tate	(10)	S + 5.75%	0.00%	9.50%	11/7/2031		110,500		109,044			109,112			3.33
Cadogan Tate - Delayed Draw Term Loan	(10)(11)	S + 5.75%	0.00%	9.47%	11/7/2031		5,409		5,063			5,067			0.15
Cadogan Tate - Revolving Credit Facility	(6)(10)(11)	S + 5.75%	0.00%	9.50%	11/7/2031		7,500		7,249			7,249			0.22
FEG, Inc.		S + 4.75%	1.00%	8.47%	5/10/2030		85,775		84,411			84,523			2.58
FEG, Inc. - Revolving Credit Facility	(11)	S + 4.75%	1.00%	8.41%	5/10/2030		—		(218	)		(219	)		(0.01	)
Metropolis Term Loan Add on		S + 5.25%	0.00%	8.98%	11/3/2032		150,000		147,790			148,500			4.53
Spartan College LLC		S + 8.00%	1.50%	11.67%	3/25/2031		33,277		32,359			32,405			0.99
Spartan College LLC - Delayed Draw Term Loan	(11)	S + 8.00%	1.50%	11.67%	3/25/2031		3,632		3,572			3,576			0.11
Vision Purchaser Corp.	(6)	S + 6.35%	1.00%	10.02%	12/10/2026		35,592		35,227			34,353			1.05
Vision Purchaser Corp. - Fourth Amended Term Loan	(6)	S + 6.35%	1.00%	10.02%	12/10/2026		4,187		4,096			4,042			0.12
Vision Purchaser Corp. - Incremental Term Loan	(6)	S + 6.35%	1.00%	10.02%	12/10/2026		2,472		2,467			2,386			0.07
									481,535			481,498			14.68

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)		Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Telecommunications
Innovate Corp.	(10)	N/A	N/A	10.50%	2/1/2027		26,460		26,504		22,927			0.70
Ligado Networks LLC	(12)	N/A	N/A	15.5% PIK	11/1/2023		16,697		8,763		4,174			0.13
Ligado Networks LLC - DIP Facility - Backstop Incremental	(6)(11)	N/A	N/A	17.50% PIK	12/31/2026		401		401		(14	)		—
Ligado Networks LLC - DIP Facility - Delayed Draw Term Loan		N/A	N/A	17.50% PIK	12/31/2026		1,899		1,899		1,529			0.05
Ligado Networks LLC - DIP Roll-up		N/A	N/A	17.50% PIK	12/31/2026		2,621		2,600		2,110			0.06
Maxar Technologies Inc. - Revolving Credit Facility	(11)	S + 5.75%	1.00%	9.42%	5/3/2029		10,189		9,975		10,189			0.31
Maxar Technologies Inc.		S + 5.75%	1.00%	9.42%	5/3/2030		97,428		95,690		97,428			2.97
									145,832		138,343			4.22
Transportation: Cargo
Boasso Global - Delayed Draw Term Loan		S + 4.75%	0.75%	8.59%	3/31/2028		7,997		7,867		7,812			0.24
Boasso Global - Revolving Credit Facility	(11)	S + 4.75%	0.75%	8.47%	3/31/2028		521		492		377			0.01
Boasso Global		S + 4.75%	0.75%	8.59%	3/31/2028		57,753		56,851		56,423			1.72
									65,210		64,612			1.97
Wholesale
DFS Holdings Company, Inc. - Delayed Draw Term Loan		S + 7.50%	1.00%	11.17% (Incl 5.00% PIK)	1/31/2029		1,603		1,620		1,563			0.05
DFS Holdings Company, Inc.		S + 7.50%	1.00%	11.17% (Incl 5.00% PIK)	1/31/2029		21,876		21,493		20,711			0.63
									23,113		22,274			0.68
Total First Lien Debt									6,345,127		6,345,143			193.54	%
Second Lien Debt
Chemicals, Plastics & Rubber
Hexion Holdings Corporation		S + 7.54%	0.50%	11.25%	3/15/2030		12,353		12,130		11,959			0.36
Services: Business
DISA Holdings Corp.		S + 8.50%	2.50%	12.38% (Incl 2.00% PIK)	3/9/2029		15,438		15,158		15,290			0.47
DISA Holdings Corp. - Delayed Draw Term Loan		S + 8.50%	2.50%	12.38% (Incl 2.00% PIK)	3/9/2029		2,895		2,844		2,867			0.09
									18,002		18,157			0.56
Total Second Lien Debt									30,132		30,116			0.92	%
Subordinated Debt
Services: Business
Ethos - PIK Note	(10)	N/A	N/A	13.00% PIK	3/31/2030		1,139		1,131		1,139			0.03
Healthcare & Pharmaceuticals
Solvias AG - Holdco Note	CH(9)(10)	N/A	N/A	12.50% PIK	2/27/2033		CHF 350		306		342			0.01
Total Subordinated Debt									1,437		1,481			0.04	%

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2025

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date		Par Amount / Shares (7)		Cost (8)		Fair Value		Percentage of Net Assets
Preferred Equity
Services: Consumer
Metropolis Technologies Inc. - Class B Preferred Stock				17.5% PIK	5/16/2034			8,162		7,924		8,162		0.25
Metropolis Technologies Inc. - Class D Preferred Stock						—		24		778		778		0.02
Metropolis Technologies Inc. - Warrant					5/16/2034			4		189		1,896		0.06
										8,891		10,836		0.33
Total Preferred Equity										8,891		10,836		0.33	%
Common Equity
Services: Business
S.A.F.E. Management Equity	(11)				11/24/2031			3,478		3,478		3,478		0.11
Total Common Equity										3,478		3,478		0.11	%
Total Investments - non-controlled/non-affiliated									$	6,389,065	$	6,391,054		194.94	%
Cash and Cash Equivalents
Cash and Cash Equivalents	(13)								$	128,658	$	128,658		3.92
Total Cash and Cash Equivalents										128,658		128,658		3.92	%
Total Portfolio Investments, Cash and Cash Equivalents									$	6,517,723	$	6,519,712		198.86	%


December 31, 2025
Derivative Counterparty	Settlement Date	Amount Purchased		Amount Sold		Fair Value			% of Net Assets
Foreign Currency Forward Contracts
Macquarie	January 7, 2027	$	127		AUD 196	$	(3	)		(0.0	)%
Macquarie	March 11, 2026	$	830		AUD 1,287	$	(29	)		(0.0	)%
Macquarie	March 11, 2027	$	848		AUD 1,314	$	(23	)		(0.0	)%
Macquarie	April 7, 2027	$	124		AUD 193	$	(4	)		(0.0	)%
Macquarie	June 11, 2026	$	856		AUD 1,326	$	(28	)		(0.0	)%
Macquarie	June 11, 2027	$	51,156		AUD 79,323	$	(1,295	)		(0.0	)%
Macquarie	September 11, 2026	$	863		AUD 1,336	$	(27	)		(0.0	)%
Macquarie	October 7, 2026	$	127		AUD 196	$	(3	)		(0.0	)%
Macquarie	December 11, 2026	$	855		AUD 1,325	$	(26	)		(0.0	)%
Macquarie	January 7, 2026	$	80		GBP 60	$	(1	)		(0.0	)%
Macquarie	January 7, 2027	$	153		GBP 116	$	(3	)		(0.0	)%
Macquarie	March 18, 2026	$	102,196		GBP 76,442	$	(790	)		(0.0	)%
Macquarie	July 7, 2026	$	154		GBP 115	$	(1	)		(0.0	)%
Macquarie	July 7, 2027	$	151		GBP 114	$	(2	)		(0.0	)%
Macquarie	October 8, 2027	$	3,381		GBP 2,558	$	(55	)		(0.0	)%
Macquarie	January 7, 2026	$	3,234		GBP 2,398	$	3			0.0	%
Macquarie	January 7, 2027	$	4,707		GBP 3,507	$	(12	)		(0.0	)%
Macquarie	March 8, 2027	$	155		GBP 117	$	(2	)		(0.0	)%
Macquarie	March 9, 2026	$	325		GBP 243	$	(3	)		(0.0	)%
Macquarie	March 18, 2026		GBP 19,261	$	14,340	$	58			0.0	%
Macquarie	June 8, 2026	$	162		GBP 121	$	(1	)		(0.0	)%
Macquarie	June 8, 2027	$	159		GBP 119	$	(3	)		(0.0	)%
Macquarie	July 7, 2026	$	4,712		GBP 3,499	$	(1	)		(0.0	)%
Macquarie	July 7, 2027	$	4,608		GBP 3,446	$	(22	)		(0.0	)%
Macquarie	July 14, 2028	$	4,655		GBP 3,578	$	(141	)		(0.0	)%
Macquarie	July 15, 2027	$	3,341		GBP 2,557	$	(94	)		(0.0	)%
Macquarie	September 8, 2026	$	160		GBP 120	$	(2	)		(0.0	)%
Macquarie	September 8, 2027	$	6,782		GBP 5,120	$	(94	)		(0.0	)%
Macquarie	September 9, 2027	$	105,132		GBP 78,727	$	(594	)		(0.0	)%
Macquarie	December 8, 2026	$	158		GBP 118	$	(2	)		(0.0	)%
Macquarie	January 6, 2026	$	954		CAD 1,306	$	2			0.0	%
Macquarie	March 31, 2026	$	1,268		CAD 1,718	$	12			0.0	%
Macquarie	June 30, 2026	$	56,704		CAD 76,721	$	395			0.0	%
Macquarie	January 7, 2026	$	638		EUR 544	$	(1	)		(0.0	)%
Macquarie	January 7, 2027	$	1,289		EUR 1,083	$	(2	)		(0.0	)%
Macquarie	March 18, 2026	$	43,954		EUR 37,240	$	47			0.0	%
Macquarie	July 7, 2026	$	1,258		EUR 1,064	$	(2	)		(0.0	)%
Macquarie	July 7, 2027	$	1,286		EUR 1,075	$	(3	)		(0.0	)%
Macquarie	October 8, 2027	$	34,564		EUR 28,828	$	(95	)		(0.0	)%
Macquarie	January 7, 2026	$	1,255		EUR 1,069	$	(1	)		(0.0	)%
Macquarie	July 7, 2026	$	1,867		EUR 1,576	$	(13	)		(0.0	)%
Macquarie	January 7, 2027	$	1,918		EUR 1,609	$	-			-


December 31, 2025
Derivative Counterparty	Settlement Date	Amount Purchased		Amount Sold		Fair Value			% of Net Assets
Foreign Currency Forward Contracts
Macquarie	March 8, 2027	$	529		EUR 444	$	(2	)		(0.0	)%
Macquarie	March 9, 2026	$	1,064		EUR 905	$	(3	)		(0.0	)%
Macquarie	June 8, 2026	$	535		EUR 453	$	(1	)		(0.0	)%
Macquarie	June 8, 2027	$	546		EUR 457	$	(2	)		(0.0	)%
Macquarie	July 7, 2027	$	1,922		EUR 1,605	$	(2	)		(0.0	)%
Macquarie	September 9, 2027	$	51,680		EUR 43,078	$	(64	)		(0.0	)%
Macquarie	September 8, 2026	$	535		EUR 452	$	(1	)		(0.0	)%
Macquarie	September 8, 2027	$	28,244		EUR 23,599	$	(103	)		(0.0	)%
Macquarie	December 8, 2026	$	531		EUR 447	$	(2	)		(0.0	)%
Macquarie	January 6, 2026	$	1,370		CHF 1,082	$	4			0.0	%
Macquarie	February 26, 2027	$	158,188		CHF 131,613	$	(14,789	)		(0.5	)%
Macquarie	February 27, 2026	$	2,197		CHF 1,895	$	(208	)		(0.0	)%
Macquarie	March 29, 2029	$	417		CHF 323	$	(37	)		(0.0	)%
Macquarie	March 31, 2026	$	379		CHF 325	$	(36	)		(0.0	)%
Macquarie	March 31, 2027	$	12		CHF 10	$	(1	)		(0.0	)%
Macquarie	March 31, 2028	$	12		CHF 10	$	(1	)		(0.0	)%
Macquarie	May 27, 2026	$	2,159		CHF 1,845	$	(205	)		(0.0	)%
Macquarie	June 30, 2026	$	386		CHF 329	$	(37	)		(0.0	)%
Macquarie	June 30, 2027	$	12		CHF 10	$	(1	)		(0.0	)%
Macquarie	June 30, 2028	$	12		CHF 10	$	(1	)		(0.0	)%
Macquarie	August 27, 2026	$	2,250		CHF 1,906	$	(213	)		(0.0	)%
Macquarie	September 29, 2028	$	12		CHF 10	$	(2	)		(0.0	)%
Macquarie	September 30, 2026	$	395		CHF 333	$	(36	)		(0.0	)%
Macquarie	September 30, 2027	$	12		CHF 10	$	(1	)		(0.0	)%
Macquarie	November 27, 2026	$	2,297		CHF 1,928	$	(216	)		(0.0	)%
Macquarie	December 29, 2028	$	13		CHF 10	$	(1	)		(0.0	)%
Macquarie	December 31, 2026	$	398		CHF 333	$	(37	)		(0.0	)%
Macquarie	December 31, 2027	$	12		CHF 10	$	(1	)		(0.0	)%
						$	(18,860	)		(0.5	)%


	Interest Rate Swaps as of December 31, 2025
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap	7.11%	SOFR + 3.117%	5/20/2030	$	165,000	$	3,302		$	—	$	4,161
Interest rate swap	6.25%	SOFR + 2.4115%	5/31/2030	$	500,000	$	7,051		$	—	$	7,051
Interest rate swap	6.13%	SOFR + 2.715%	2/5/2031	$	400,000	$	(2,293	)	$	—	$	(2,293	)
Total Hedge Accounting Swaps				$	1,065,000	$	8,060		$	—	$	8,919
Cash collateral				$	—	$	3,160		$	—	$	—
Total derivatives				$	1,065,000	$	11,220		$	—	$	8,919

(1)

Security may be an obligation of one or more entities affiliated with the named portfolio company.

(2)

All debt and equity investments are income producing unless otherwise noted.

(3)

classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

(4)

All investments are pledged as collateral under the Company's Credit Facilities (as defined below) (see Note 7. Borrowings). A single investment may be divided into parts that are individually pledged as collateral to our Credit Facilities.

(5)

Variable rate loans to the portfolio companies are indexed to the Secured Overnight Financing Rate ("SOFR") (denoted as "S"), Euro Interbank Offered Rate (“EURIBOR”) (denoted as “E”), Swiss Average Rate Overnight (“SARON”) (denoted as “SA”), Sterling Overnight Index Average (“SONIA”) (denoted as “SO”), or Bank Bill Swap Rate ("BBSW") (denoted as "B") and generally reset periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2025

(6)

For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at December 31, 2025.

(7)

Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in U.S. dollars. Equity investments are recorded as number of shares owned.

(8)

Cost represents amortized cost, inclusive of any capitalized paid-in-kind income ("PIK"), for debt securities, and cost plus capitalized PIK, if any, for preferred stock.

(9)

The portfolio company is domiciled in a foreign country. The regulatory jurisdiction of security issuance may be a different jurisdiction than the domicile of the portfolio company. Foreign countries include Luxembourg (denoted as “LU”), the United Kingdom (denoted as “UK”), Switzerland (denoted as “CH”), Ireland (denoted as “IE”), and Australia (denoted as "AUS"). Portfolio companies domiciled in a foreign country are not “qualifying assets” under Section 55(a) of the 1940 Act.

(10)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2025, qualifying assets represented approximately 81.4% of total assets as calculated in accordance with regulatory requirements.

(11)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost, if applicable, results from unamortized fees on unfunded commitments, which are capitalized to the investment cost. The negative fair value, if applicable, results from the fair valuation of the unfunded commitment. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted).

(12)

Investment was on non-accrual status as of December 31, 2025, meaning that the Company has ceased recognizing interest income on these investments. As of December 31, 2025, debt investments on non-accrual status represented 0.1% and 0.1% of total investments on an amortized cost basis and fair value basis, respectively.

(13)

Cash and Cash equivalents balance represents amounts held in cash and in the interest-bearing money market fund - Goldman Sachs Financial Square Government Fund (FGTXX). As of December 31, 2025, $57,085 was held in FGTXX and had an average one year yield of 4.03%.

(14)

Portfolio company formerly known as Cotulla Acquisition Co.


December 31, 2025
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
7Ridge Investments	Delayed Draw	7/7/2026	$	11,119	$	35
Agrofresh	Revolver	3/31/2029		5,581		(67	)
Azurite Intermediate Holdings, Inc.	Revolver	3/19/2031		9,500		(106	)
AmerSpirit FL LLC	Delayed Draw	8/15/2027		24,204		(336	)
AVSC Holding Corporation	Revolver	12/5/2029		6,283		(99	)
Best Trash LLC	Delayed Draw	10/10/2026		25,000		(115	)
Best Trash LLC	Revolver	7/10/2031		6,060		(58	)
Boasso Global	Revolver	7/1/2026		5,729		(132	)
Brown & Root	Revolver	10/3/2030		20,060		(286	)
Cadogan Tate	Delayed Draw	10/31/2026		54,091		(274	)
Cadogan Tate	Revolver	10/31/2031		12,500		(157	)
Carevet LLC	Delayed Draw	6/18/2026		8,201		(47	)
Carevet LLC	Delayed Draw	6/18/2026		12,078		173
Carevet LLC	Revolver	6/18/2029		6,600		(46	)
Clubcorp Holdings Inc.	Delayed Draw	7/10/2027		9,600		(62	)
Clubcorp Holdings Inc.	Revolver	7/10/2031		16,000		(221	)
Confluent Holdings LLC	Delayed Draw	7/2/2026		9,915		39
Red Fox CD Acquisition Corp.	Delayed Draw	11/21/2026		30,940		(540	)
CoreWeave Compute Acquisition Co., IV, LLC	Delayed Draw	3/31/2026		10,168		8
Disa Holdings Corp.	Delayed Draw	3/1/2026		354		(1	)
Disa Holdings Corp.	Revolver	9/9/2028		3,055		(28	)
Elessent Clean Technologies Inc.	Revolver	11/15/2029		13,158		(204	)
FEG, Inc.	Revolver	5/10/2030		15,000		(219	)
Foundation Risk Partners	Delayed Draw	2/26/2027		4,872		(9	)
Foundation Risk Partners	Revolver	10/29/2029		4,003		-
Four Winds Interactive LLC	Delayed Draw	2/20/2027		2,903		(19	)
Four Winds Interactive LLC	Revolver	2/20/2030		1,935		(32	)
Frontgrade Technologies Inc.	Revolver	1/9/2028		7,024		-
Fullsteam	Delayed Draw	8/8/2027		8,077		(25	)
Fullsteam	Revolver	8/8/2031		2,692		(25	)
Great Day Improvements LLC	Revolver	6/13/2030		11,200		(167	)
Healthco Investment LTD	Delayed Draw	2/19/2029		6,738		(61	)
Highgate Hotels, L.P.	Revolver	11/3/2029		12,500		(245	)
Highgate Hotels, L.P.	Delayed Draw	12/9/2027		25,000		(240	)
Hotel Equities Group, LLC	Revolver	1/22/2029		7,100		(87	)
Inframark	Delayed Draw	7/31/2026		1,234		4
Inspired Pet Nutrition	Delayed Draw	9/1/2028		4,044		(26	)
K1 Speed Inc.	Delayed Draw	1/2/2026		2,429		(35	)
Learnosity	Revolver	1/15/2031		7,500		(79	)
Legends Hospitality	Delayed Draw	8/22/2026		638		(4	)
Legends Hospitality	Revolver	8/22/2030		5,063		(79	)
Ligado Networks LLC	Delayed Draw	12/31/2026		1,726		(337	)
Maxar Technologies Inc.	Revolver	5/3/2029		5,316		-
Natural Partners, Inc.	Revolver	3/15/2028		6,563		(58	)
Parfums Holding Co Inc	Revolver	6/27/2029		6,000		(42	)
PetVet Care Centers	Revolver	11/15/2029		6,283		(543	)


December 31, 2025
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
Pharmalogic Holdings Corp	Delayed Draw	6/21/2026		20,202		(75	)
RPX Corporation	Revolver	8/2/2030		6,122		(61	)
S.A.F.E. Management	Delayed Draw	11/24/2028		12,000		2
S.A.F.E. Management	Delayed Draw	2/24/2026		20,320		3
S.A.F.E. Management	Delayed Draw	5/24/2027		13,000		2
S.A.F.E. Management	Revolver	11/24/2031		2,383		(23	)
S.A.F.E. Management	Capital Commitment	11/24/2031		1,522		-
Sandlot Baseball Borrower Co.	Delayed Draw	6/5/2026		21,933		35
Sandlot Baseball Borrower Co.	Revolver	12/27/2028		10,000		-
Sky Merger Sub, LLC	Delayed Draw	5/28/2026		12,500		99
Sky Merger Sub, LLC	Revolver	5/28/2029		25,000		(426	)
Solvias AG	Revolver	2/27/2030		22,711		(472	)
Spartan College LLC	Delayed Draw	9/25/2026		10,070		38
St. Croix	Revolver	10/24/2032		8,573		(83	)
SurveyMonkey Global Inc.	Revolver	5/31/2029		13,440		(94	)
Systems Planning and Analysis, Inc.	Delayed Draw	6/6/2027		4,712		(11	)
Systems Planning and Analysis, Inc.	Revolver	8/16/2027		3,669		(27	)
Townsend	Revolver	8/1/2030		2,500		(54	)
Trillium FlowControl	Delayed Draw	6/20/2026		3,667		(16	)
Trillium FlowControl	Revolver	12/20/2029		3,000		(18	)
USA Debusk LLC	Delayed Draw	4/30/2026		5,115		(10	)
USA Debusk LLC	Revolver	4/30/2030		1,183		(11	)
Total Unfunded Commitments			$	679,658	$	(6,054	)

The accompanying notes are an integral part of these consolidated financial statements.

MSD Investment Corp.

Consolidated Schedule of Investments

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
Investments - non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Frontgrade Technologies Inc.		S + 5.00%	0.75%	9.49%	1/9/2030		9,681		9,520			9,681			0.40	%
Frontgrade Technologies Inc.		S + 5.00%	0.75%	9.49%	1/9/2030		59,858		58,714			59,858			2.49
Frontgrade Technologies Inc. - Revolving Credit Facility	(12)	S + 5.00%	0.75%	11.06%	1/9/2028		—		(122	)		—			—
Sky Merger Sub, LLC		S + 6.60%	1.50%	11.11%	5/28/2029		111,094		108,544			108,646			4.52
Sky Merger Sub, LLC - Delayed Draw Term Loan	(12)	S + 6.60%	1.50%	10.91%	5/28/2029		—		—			37			—
Sky Merger Sub, LLC - Revolving Credit Facility	(12)	S + 6.60%	1.50%	10.91%	5/28/2029		—		(550	)		(551	)		(0.02	)
Systems Planning and Analysis, Inc.		S + 5.00%	1.00%	9.28%	8/16/2027		10,604		10,488			10,510			0.44
Systems Planning and Analysis, Inc. - Delayed Draw Term Loan A	(12)	S + 5.00%	1.00%	9.28%	8/16/2027		7,656		7,400			7,529			0.31
Systems Planning and Analysis, Inc. - Delayed Draw Term Loan		S + 5.00%	1.00%	9.28%	8/16/2027		6,622		6,532			6,563			0.27
Systems Planning and Analysis, Inc. - Revolving Credit Facility	(12)	S + 5.00%	1.00%	10.25%	8/16/2027		—		(53	)		(52	)		—
The Nordam Group Inc.		S + 5.60%	0.00%	9.96%	4/9/2026		11,522		10,963			11,465			0.48
									211,436			213,686			8.89
Automotive
Titan Purchaser, Inc.		S + 6.00%	1.00%	10.32%	3/1/2030		10,979		10,893			11,075			0.46
Banking, Finance, Insurance & Real Estate
Accession Risk Management - Delayed Draw Term Loan		S + 4.75%	0.75%	9.34%	11/1/2029		49,277		48,703			49,277			2.05
ALF Finance	(11)	S + 6.00%	1.00%	10.33% PIK	12/10/2029		26,158		25,898			25,900			1.08
ALF Finance - Delayed Draw Term Loan	(11)(12)	S + 6.00%	1.00%	10.33% PIK	12/10/2029		7,524		7,453			7,453			0.31
Ardonagh Midco 3 PLC	UK(10)(11)	S + 4.75%	0.50%	9.90%	2/15/2031		29,398		28,999			29,009			1.21
Foundation Risk Partners		S + 5.25%	0.75%	9.58%	10/29/2030		19,789		19,742			19,745			0.82
Foundation Risk Partners - Delayed Draw Term Loan		S + 5.25%	0.75%	9.58%	10/29/2030		44,813		44,038			44,712			1.86
Foundation Risk Partners - Delayed Draw Term Loan Incremental	(12)	S + 5.25%	0.75%	9.61%	10/29/2030		5,098		5,031			5,100			0.21
Foundation Risk Partners - Revolving Credit Facility	(12)	S + 5.25%	0.75%	9.56%	10/29/2029		—		—			(4	)		—
Foundation Risk Partners - Revolving Credit Facility Incremental	(12)	S + 5.25%	0.75%	9.56%	10/29/2029		—		(33	)		(8	)		—
Onbe Inc.		S + 5.50%	1.00%	9.86%	7/25/2031		130,000		127,478			127,560			5.31
									307,309			308,744			12.85
Beverage, Food & Tobacco
LJ Perimeter Buyer, Inc.		S + 6.65%	1.00%	11.24%	10/31/2028		19,073		18,667			18,410			0.77
LJ Perimeter Buyer, Inc. - Delayed Draw Term Loan		S + 6.65%	1.00%	11.24%	10/31/2028		2,452		2,446			2,412			0.10
									21,113			20,822			0.87

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Capital Equipment
Faraday Buyer, LLC		S + 6.00%	1.00%	10.33%	10/10/2028		33,139		32,587			32,627			1.36
Faraday Buyer, LLC - Delayed Draw Term Loan	(12)	S + 6.00%	1.00%	10.31%	10/10/2028		—		(19	)		(19	)		—
Neptune Platform Buyer, LLC		S + 5.25%	0.75%	9.58%	1/19/2031		7,402		7,301			7,306			0.30
Neptune Platform Buyer, LLC - Delayed Draw Term Loan	(12)	S + 5.25%	0.75%	9.58%	1/19/2031		—		(9	)		(8	)		—
Texas Hydraulics		S + 6.25%	2.00%	10.61%	11/20/2030		90,000		88,223			88,234			3.67
Trillium FlowControl	LU(10)(11)	S + 5.25%	1.00%	9.60%	12/20/2029		18,333		18,061			18,060			0.75
Trillium FlowControl - Delayed Draw Term Loan	LU(10)(11)(12)	S + 5.25%	1.00%	9.56%	12/20/2029		—		(27	)		(27	)		—
Trillium FlowControl - Revolving Credit Facility	LU(10)(11)(12)	S + 5.25%	1.00%	9.56%	12/20/2029		—		(45	)		(22	)		—
									146,072			146,151			6.08
Chemicals, Plastics & Rubber
TPC Group, Inc.		S + 5.75%	0.00%	10.11%	11/24/2031		45,000		44,329			44,719			1.86
Construction & Building
Cook & Boardman Group		S + 6.00%	1.00%	10.33%	3/4/2030		124,062		121,795			121,923			5.08
Cook & Boardman Group - Delayed Draw Term Loan	(12)	S + 6.00%	1.00%	10.33%	3/4/2030		12,584		12,221			12,240			0.51
Elessent Clean Technologies Inc.		S + 6.00%	1.00%	10.40%	11/15/2029		136,842		134,147			134,174			5.59
Elessent Clean Technologies Inc. - Revolving Credit Facility	(12)	S + 6.00%	1.00%	10.31%	11/15/2029		—		(256	)		(257	)		(0.01	)
Great Day Improvements LLC		S + 5.76%	1.50%	10.01%	6/13/2030		85,570		83,964			84,016			3.50
Great Day Improvements LLC - Revolving Credit Facility	(12)	S + 5.76%	1.50%	10.07%	6/13/2030		—		(254	)		(254	)		(0.01	)
									351,617			351,842			14.66
Consumer Goods: Durable
Victra Finance Corp.		S + 5.25%	0.75%	9.61%	3/31/2029		88,861		88,590			89,860			3.74
Consumer Goods: Non-durable
1440 Foods Topco LLC		S + 5.00%	0.00%	9.36%	10/31/2031		20,000		18,903			19,025			0.79
GSM Outdoors		S + 5.00%	1.00%	9.33%	9/30/2031		14,963		13,938			14,607			0.61
Parfums Holdings Co.		S + 5.25%	1.00%	9.58%	6/27/2030		96,266		95,345			95,386			3.97
Parfums Holdings Co. - Revolving Credit Facility	(12)	S + 5.25%	1.00%	9.56%	6/27/2029		—		(54	)		(54	)		—
Valeron Group, LLC		S + 5.50%	0.00%	9.93%	10/18/2031		150,000		146,310			146,358			6.09
									274,442			275,322			11.46
Containers, Packaging & Glass
Cadogan Tate - Delayed Draw Term Loan	(11)(12)	S + 5.75%	0.00%	10.06%	10/31/2031		—		(428	)		(425	)		(0.02	)
Cadogan Tate - Revolving Credit Facility	(11)(12)	S + 5.75%	0.00%	10.13%	10/31/2031		1,300		1,006			1,007			0.04
Confluent Holdings LLC		S + 7.00%	2.00%	11.33%	3/28/2029		28,789		28,015			28,057			1.17
Dellner Couplers Group AB	UK(10)(11)	L + 5.50%	0.50%	8.22%	6/29/2029		EUR 38,000		40,389			38,792			1.62
Confluent Holdings LLC - Delayed Draw Term Loan	(12)	S + 7.00%	2.00%	11.33%	3/28/2029		10,076		9,823			9,840			0.41
Klockner Pentaplast of America Inc.	(11)	S + 4.75%	0.00%	9.72%	2/9/2026		680		651			617			0.03
									79,456			77,888			3.25

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Energy: Oil & Gas
CITGO Petroleum Corp.		N/A	N/A	6.38%	6/15/2026		2,121		2,136			2,123			0.09
Environmental Industries
Inframark		S + 5.50%	0.75%	10.09% (Incl 3.00% PIK)	7/31/2031		18,129		17,952			17,958			0.75
Inframark - Delayed Draw Term Loan	(12)	S + 5.00%	0.75%	9.36%	7/31/2031		140		124			124			0.01
									18,076			18,082			0.76
Healthcare & Pharmaceuticals
CareVet LLC - Term Loan A		S + 6.00%	2.00%	10.33%	6/18/2029		112,200		111,475			111,375			4.64
CareVet LLC - Term Loan B		N/A	N/A	14.75% (Incl 7.5% PIK)	6/18/2029		10,385		10,114			10,260			0.43
CareVet LLC - Delayed Draw Term Loan A	(12)	S + 6.00%	2.00%	10.31%	6/18/2029		—		(354	)		(354	)		(0.01	)
CareVet LLC - Delayed Draw Term Loan B	(12)	S + 6.00%	2.00%	10.31%	6/18/2029		—		69			71			—
CareVet LLC - Revolving Credit Facility	(12)	S + 6.00%	2.00%	10.31%	6/18/2029		—		(59	)		(59	)		—
Gainwell Acquisition Corp		S + 4.10%	0.75%	8.43%	10/1/2027		992		951			959			0.04
PetVet Care Centers		S + 6.00%	0.75%	10.36%	11/15/2030		52,988		52,035			52,921			2.20
PetVet Care Centers - Delayed Draw Term Loan	(12)	S + 6.00%	0.75%	10.31%	11/15/2030		—		(47	)		61			—
PetVet Care Centers - Revolving Credit Facility	(12)	S + 6.00%	0.75%	10.31%	11/15/2029		—		(113	)		(66	)		—
Pharmalogic Holdings Corp.		S + 5.00%	1.00%	9.36%	6/21/2030		19,903		19,620			19,630			0.82
Pharmalogic Holdings Corp.		S + 5.00%	1.00%	9.36%	6/21/2030		CAD 74,625		53,726			51,170			2.13
Pharmalogic Holdings Corp. - Delayed Draw Term Loan	(12)	S + 5.00%	1.00%	9.31%	6/21/2030		—		(157	)		(156	)		(0.01	)
Natural Partners, Inc.		S + 4.65%	1.00%	9.16%	11/29/2027		50,847		50,239			49,903			2.08
Natural Partners, Inc. - Revolving Credit Facility	(12)	S + 4.65%	1.00%	8.96%	11/29/2027		—		(83	)		(122	)		(0.01	)
									297,416			295,593			12.31
High Tech Industries
Alteryx, Inc.		S + 6.50%	0.75%	10.86%	3/19/2031		26,125		25,752			25,777			1.07
Alteryx, Inc. - Revolving Credit Facility	(12)	S + 6.50%	0.75%	10.81%	3/19/2031		—		(126	)		(127	)		(0.01	)
Alteryx, Inc. - Delayed Draw Term Loan		S + 6.50%	0.75%	10.86%	3/19/2031		59,375		58,552			58,583			2.44
Coreweave - Delayed Draw Term Loan	(12)	S + 6.00%	0.00%	10.66%	8/29/2029		26,703		26,356			26,332			1.10
Inmar, Inc.		S + 5.00%	1.00%	9.36%	5/1/2026		29,925		29,378			29,972			1.25
TIC Bidco LTD	UK(10)(11)	SO + 5.00%	0.00%	9.70%	6/16/2031		GBP 9,240		12,100			11,497			0.48
TIC Bidco LTD - Delayed Draw Term Loan	UK(10)(11)(12)	SO + 5.00%	0.00%	9.70%	6/16/2031		—		(16	)		(9	)		—
Watchguard Technologies, Inc.		S + 5.25%	0.75%	9.61%	7/2/2029		59,695		57,654			59,005			2.46
									209,650			211,030			8.79

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Hotel, Gaming & Leisure
Chuck E. Cheese		N/A	N/A	6.75%	5/1/2026		17,534		17,032			17,389			0.72
ClubCorp Holdings Inc.		S + 5.26%	0.00%	9.59%	9/18/2026		71,257		68,706			71,376			2.97
Highgate Hotels, L.P.		S + 5.50%	1.00%	9.83%	11/5/2029		99,000		97,338			99,166			4.13
Highgate Hotels, L.P. - Revolving Credit Facility	(12)	S + 5.50%	1.00%	9.81%	11/3/2029		—		(201	)		—			—
Hotel Equities Group, LLC		S + 5.75%	2.00%	10.38%	1/22/2029		29,292		28,869			28,816			1.20
Hotel Equities Group, LLC - Revolving Credit Facility	(12)	S + 5.75%	2.00%	10.06%	1/22/2029		—		(162	)		(162	)		(0.01	)
J&J Ventures Gaming LLC		S + 5.11%	0.75%	9.47%	4/26/2028		134,662		131,066			131,176			5.46
K1 Speed Inc.		S + 6.25%	1.00%	10.73%	1/2/2029		18,214		17,907			17,865			0.74
K1 Speed Inc. Incremental		S + 6.25%	1.00%	10.73%	1/2/2029		6,193		6,077			6,074			0.25
K1 Speed Inc. Second Incremental		S + 6.25%	1.00%	10.82%	1/2/2029		—		—			—			—
K1 Speed Inc. DDTL B		S + 6.25%	1.00%	10.58%	1/2/2029		3,643		3,576			3,573			0.15
K1 Speed Inc. - Delayed Draw Term Loan	(12)	S + 6.25%	1.00%	10.89%	1/2/2029		2,429		2,325			2,312			0.10
Sandlot Baseball Borrower Co.		S + 5.75%	1.00%	10.08%	12/27/2028		66,000		64,898			64,947			2.70
Sandlot Baseball Borrower Co. - Delayed Draw Term Loan	(12)	S + 5.75%	1.00%	10.08%	12/27/2028		19,413		19,149			19,159			0.80
									456,580			461,691			19.21
Media: Advertising, Printing & Publishing
Nottingham Forest	UK(10)(11)	N/A	N/A	12.94% PIK	7/15/2028		GBP 4,184		5,550			5,212			0.22
Sheffield United F.C.	UK(10)(11)	N/A	N/A	10.70%	7/22/2026		GBP 10,783		13,354			13,445			0.56
Southampton FC	UK(10)(11)	SO + 6.00%	0.00%	10.85%	9/23/2029		GBP 70,000		91,300			86,576			3.60
Southampton FC - Revolving Credit Facility	UK(10)(11)	SO + 6.00%	0.00%	10.85%	9/23/2029		GBP 10,000		13,043			12,368			0.51
									123,247			117,601			4.89
Media: Broadcasting & Subscription
E.W. Scripps	(11)	S + 2.68%	0.75%	7.03%	5/1/2026		22,722		21,839			21,983			0.92
E.W. Scripps	(11)	N/A	N/A	5.88%	7/15/2027		100		70			81			—
									21,909			22,064			0.92
Media: Diversified & Production
Candle Media Co Ltd		S + 6.10%	0.75%	10.43% (Incl 4.00% PIK)	6/18/2027		45,194		44,764			43,197			1.80
Candle Media Co Ltd -Delayed Draw Term Loan		S + 6.10%	0.75%	10.43% (Incl 4.00% PIK)	6/18/2027		17,891		17,736			17,101			0.71
Getty Images Inc.	(11)	S + 4.60%	0.00%	8.88%	2/19/2026		15,927		15,909			15,854			0.66
									78,409			76,152			3.17
Retail
Xponential Fitness LLC	(11)	S + 6.61%	1.00%	11.28%	3/15/2026		87,015		85,883			87,015			3.62

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Services: Business
ASC Engineered Solutions		S + 5.00%	0.75%	9.59%	7/10/2031		50,000		49,511			49,534			2.06
AVSC Holding Corporation		S + 5.00%	0.75%	9.36%	12/5/2031		58,717		57,546			57,555			2.40
AVSC Holding Corporation - Revolving Credit Facility	(12)	S + 5.00%	0.75%	9.33%	12/5/2029		—		(124	)		(124	)		(0.01	)
BDO USA, P.C.		S + 5.00%	2.00%	9.52%	8/31/2028		65,654		64,615			64,661			2.69
Best Trash LLC		S + 5.00%	1.00%	9.33%	7/10/2031		52,369		51,732			51,758			2.14
Best Trash LLC - Delayed Draw Term Loan	(12)	S + 5.00%	1.00%	9.31%	7/10/2031		—		(89	)		(88	)		—
Best Trash LLC - Revolving Credit Facility	(12)	S + 5.00%	1.00%	9.33%	7/10/2031		190		117			117			—
Brock Holdings III, LLC		S + 6.00%	0.50%	10.33%	5/1/2030		24,937		24,473			25,021			1.03
Clarion Events Limited	UK(10)(11)	S + 5.73%	1.00%	9.38%	9/30/2027		52,494		52,029			52,641			2.19
DISA Holdings Corp.		S + 5.00%	0.75%	9.50%	9/9/2028		16,580		16,371			16,376			0.68
DISA Holdings Corp. - Delayed Draw Term Loan	(12)	S + 5.00%	0.75%	9.40%	9/9/2028		1,434		1,364			1,364			0.06
DISA Holdings Corp. - Revolving Credit Facility	(12)	S + 5.00%	0.75%	9.31%	9/9/2028		—		(51	)		(51	)		—
Ethos	(11)	S + 6.00%	1.00%	10.32%	12/30/2029		136,500		133,774			133,770			5.57
Legends Hospitality Holding Company		S + 5.50%	0.75%	10.02% (Incl 2.75% PIK)	8/22/2031		64,198		62,955			62,979			2.62
Legends Hospitality Holding Company - Delayed Draw Term Loan	(12)	S + 5.00%	0.75%	9.31%	8/22/2031		—		(34	)		(34	)		—
Legends Hospitality Holding Company - Revolving Credit Facility	(12)	S + 5.00%	0.75%	9.45%	8/22/2031		750		608			608			0.03
RPX Corporation		S + 5.50%	1.00%	10.02%	8/2/2030		68,705		67,717			67,746			2.82
RPX Corporation	(12)	S + 5.50%	1.00%	9.83%	8/2/2030		—		(85	)		(85	)		—
SurveyMonkey Global Inc.	(15)	S + 5.75%	1.00%	10.08%	5/31/2030		125,927		124,248			124,777			5.19
SurveyMonkey Global Inc. - Revolving Credit Facility	(12)(15)	S + 5.75%	1.00%	10.06%	5/31/2029		—		(177	)		(120	)		—
Townsend		S + 6.50%	1.50%	11.09%	8/1/2030		11,970		11,625			11,636			0.48
Townsend - Revolving Credit Facility	(12)	S + 6.50%	1.50%	10.81%	8/1/2029		—		(71	)		(69	)		—
Travelport Finance (Luxembourg) S.A.R.L	LU(10)(11)	S + 8.26%	1.00%	12.85% (Incl 5.85% PIK)	9/30/2028		55,615		55,283			51,890			2.16
USA Debusk LLC		S + 5.25%	0.75%	9.61%	4/30/2031		16,562		16,329			16,337			0.67
USA Debusk LLC - Delayed Draw Term Loan	(12)	S + 5.25%	0.75%	9.89%	4/30/2031		687		644			645			0.03
USA Debusk LLC - Revolving Credit Facility	(12)	S + 5.25%	0.75%	9.61%	4/30/2030		687		656			656			0.03
									790,966			789,500			32.84
Services: Consumer
Cadogan Tate	(11)	S + 5.75%	0.00%	10.27%	10/31/2031		110,500		108,860			108,882			4.53
FEG, Inc.		S + 5.25%	1.00%	9.61%	5/10/2030		85,775		84,177			84,244			3.51
FEG, Inc. - Revolving Credit Facility	(12)	S + 5.25%	1.00%	9.56%	5/10/2030		—		(268	)		(268	)		(0.01	)
Metropolis Technologies Inc.		S + 6.10%	1.00%	10.46%	5/16/2031		125,020		122,788			122,741			5.11
Sotheby's		N/A	N/A	7.38%	10/15/2027		17,260		14,818			17,064			0.71
Vision Purchaser Corp.		S + 6.50%	1.00%	10.75%	6/10/2026		35,616		34,982			35,326			1.46
Vision Purchaser Corp. - Fourth Amended Term Loan		S + 6.50%	1.00%	10.75%	6/10/2026		4,190		3,926			4,156			0.17
Vision Purchaser Corp. - Incremental Term Loan		S + 6.50%	1.00%	10.75%	6/10/2026		2,473		2,457			2,452			0.10
									371,740			374,597			15.58

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)			Fair Value			Percentage of Net Assets
First Lien Debt (continued)
Sovereign & Public Finance
Cotulla Acquisition Co.		S + 7.00%	1.50%	11.33%	5/3/2029		32,565		31,708			31,717			1.32
Cotulla Acquisition Co. - Delayed Draw Term Loan		S + 7.00%	1.50%	11.33%	5/3/2029		18,973		18,497			18,479			0.77
									50,205			50,196			2.09
Telecommunications
Innovate Corp.	(11)	N/A	N/A	8.50%	2/1/2026		24,000		24,019			19,908			0.83
Ligado Networks LLC	(13)	N/A	N/A	15.5% PIK	11/1/2023		12,853		11,071			4,391			0.18
Maxar Technologies Inc. - Revolving Credit Facility	(12)	S + 5.75%	1.00%	10.08%	5/3/2029		7,088		6,811			7,088			0.30
Maxar Technologies Inc.		S + 5.75%	1.00%	10.08%	5/3/2030		98,424		96,365			98,424			4.10
ViaSat, Inc.	(11)	S + 4.61%	0.50%	9.06%	5/30/2030		58,595		55,673			52,113			2.17
									193,939			181,924			7.58
Transportation: Cargo
Boasso Global - Delayed Draw Term Loan	(12)	S + 4.75%	0.75%	9.34%	7/1/2028		8,078		7,896			8,076			0.34
Boasso Global - Revolving Credit Facility	(12)	S + 4.75%	0.75%	9.06%	7/1/2026		—		(86	)		(11	)		—
Boasso Global		S + 4.75%	0.75%	9.34%	7/1/2028		58,341		57,048			58,217			2.42
Boasso Global - Delayed Draw Term Loan - Incremental	(12)	S + 4.75%	0.75%	9.06%	7/1/2028		—		(14	)		12			—
									64,844			66,294			2.76
Transportation: Consumer
Beacon Mobility Corp. - Delayed Draw Term Loan		S + 8.60%	0.00%	13.07% PIK	12/31/2025		1,387		1,378			1,386			0.06
Beacon Mobility Corp.		S + 8.60%	0.00%	13.07% PIK	12/31/2025		57,179		56,524			57,133			2.38
									57,902			58,519			2.44
Wholesale
DFS Holdings Company, Inc. - Delayed Draw Term Loan	(12)	S + 6.25%	1.00%	10.50%	1/31/2029		1,595		1,543			1,546			0.06
DFS Holdings Company, Inc.		S + 6.25%	1.00%	10.50%	1/31/2029		21,766		21,279			21,319			0.89
									22,822			22,865			0.95
Total First Lien Debt									4,380,981			4,375,355			182.12	%

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


Investments (1)(2)(3)(4)	Footnotes	Reference Rate and Spread (5)	Interest Rate Floor	Interest Rate (6)	Maturity Date	Par Amount / Shares (7)		Cost (8)		Fair Value		Percentage of Net Assets
Second Lien Debt
Chemicals, Plastics & Rubber
Hexion Holdings Corporation		S + 7.54%	0.50%	11.89%	3/15/2030		24,706		24,186		23,316		0.97
Hotel, Gaming & Leisure
Mohegan Gaming & Entertainment		N/A	N/A	8.00%	2/1/2026		24,295		24,038		24,150		1.01
Services: Business
DISA Holdings Corp.		S + 8.50%	2.50%	12.99% (Incl 2.00% PIK)	3/9/2029		15,153		14,810		14,963		0.62
DISA Holdings Corp. - Delayed Draw Term Loan		S + 8.50%	2.50%	12.99% (Incl 2.00% PIK)	3/9/2029		2,841		2,779		2,806		0.12
Trace3 Inc.		S + 7.76%	0.50%	12.42%	10/8/2029		24,250		23,776		24,250		1.01
									41,365		42,019		1.75
Total Second Lien Debt									89,589		89,485		3.73	%
Subordinated Debt
Services: Business
Ethos - PIK Note	(9)(11)	N/A	N/A	13.00% PIK	3/31/2030		1,000		990		990		0.04
Total Subordinated Debt									990		990		0.04	%
Preferred Equity
Banking, Finance, Insurance & Real Estate
Accession Risk Management - Preferred Stock				13.25% PIK	8/15/2033		—		117		118		—
Consumer goods: Non-durable
Protective Industrial Products Inc. - Series A Preferred				13.00% PIK			37		37,027		37,155		1.55
Retail
Xponential Fitness LLC - Series A Preferred Stock	(11)			6.50%	6/25/2029		—		267		189		0.01
Services: Consumer
Metropolis Technologies Inc. - Class A Preferred Stock				16.00% (Incl 11.00% PIK)	2/13/2034		19,184		19,073		19,004		0.79
Metropolis Technologies Inc. - Class B Preferred Stock				17.5% PIK	2/13/2034		6,950		6,724		6,689		0.29
Metropolis Technologies Inc. - Warrant					2/13/2034		4		189		79		—
									25,986		25,772		1.08
Total Preferred Equity									63,397		63,234		2.64	%
Total Investments - non-controlled/non-affiliated								$	4,534,957	$	4,529,064		188.53	%
Cash and Cash Equivalents
Cash and Cash Equivalents	(14)							$	109,302	$	109,302		4.54
Total Cash and Cash Equivalents									109,302		109,302		4.54	%
Total Portfolio Investments, Cash and Cash Equivalents								$	4,644,259	$	4,638,366		193.07	%

MSD Investment Corp.

Consolidated Schedule of Investments - (Continued)

December 31, 2024

(in thousands, except shares)


December 31, 2024
Derivative Counterparty	Settlement Date	Amount Purchased		Amount Sold		Fair Value		% of Net Assets
Foreign Currency Forward Contracts
Macquarie	March 19, 2025	$	25,407		GBP 20,029	$	338		0.0	%
Macquarie	July 14, 2028	$	4,655		GBP 3,578	$	176		0.0	%
Macquarie	July 15, 2027	$	3,341		GBP 2,557	$	146		0.0	%
Macquarie	July 31, 2025	$	105,726		GBP 80,000	$	5,598		0.2	%
Macquarie	July 31, 2025	$	1,024		GBP 790	$	36		0.0	%
Macquarie	July 31, 2025	$	1,251		GBP 988	$	16		0.0	%
Macquarie	March 31, 2025	$	1,354		CAD 1,845	$	67		0.0	%
Macquarie	March 31, 2026	$	1,268		CAD 1,718	$	52		0.0	%
Macquarie	June 30, 2025	$	1,340		CAD 1,823	$	63		0.0	%
Macquarie	June 30, 2026	$	56,704		CAD 76,721	$	2,224		0.1	%
Macquarie	September 29, 2025	$	1,315		CAD 1,786	$	60		0.0	%
Macquarie	December 31, 2025	$	1,268		CAD 1,719	$	54		0.0	%
Macquarie	March 19, 2025	$	39,318		EUR 37,240	$	611		0.0	%
						$	9,441		0.4	%


	Interest Rate Swaps as of December 31, 2024
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap	7.11%	SOFR + 3.117%	5/20/2030	$	165,000	$	(859	)	$	—	$	(859	)
Cash collateral					—		410			—		—
Total derivatives				$	165,000	$	(449	)	$	—	$	(859	)

(1)

Security may be an obligation of one or more entities affiliated with the named portfolio company.

(2)

All debt and equity investments are income producing unless otherwise noted.

(3)

All investments are non-controlled/non-affiliated investments as defined by the 1940 Act. The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

(4)

All debt investments are pledged as collateral under the Company's credit facilities. As defined below (see Note 7. Borrowings), credit facilities, a single investment may be divided into parts that are individually pledged as collateral to our credit facilities.

(5)

Variable rate loans to the portfolio companies are indexed to the Secured Overnight Financing Rate (“SOFR”) (denoted as “S”), Euro Interbank Offered Rate (“EURIBOR”) (denoted as “E”), or Sterling Overnight Index Average (“SONIA”) (denoted as “SO”) and generally reset periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2024.

(6)

For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at December 31, 2024.

(7)

Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in U.S. dollars. Equity investments are recorded as number of shares owned.

(8)

Cost represents amortized cost, inclusive of any capitalized paid-in-kind income ("PIK"), for debt securities, and cost plus capitalized PIK, if any, for preferred stock.

(9)

These debt investments are not pledged as collateral under any of the Company's Credit Facilities. For other debt investments that are pledged to the Company's Credit Facilities, as defined below (see Note 7. Borrowings), a single investment may be divided into parts that are individually pledged as collateral to our Credit Facilities.

(10)

The portfolio company is domiciled in a foreign country. The regulatory jurisdiction of security issuance may be a different jurisdiction than the domicile of the portfolio company. Foreign countries include Luxembourg (denoted as “LU”), and the United Kingdom (denoted as “UK”). Portfolio companies domiciled in a foreign country are not “qualifying assets” under Section 55(a) of the 1940 Act.

(11)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, qualifying assets represented approximately 83.0% of total assets as calculated in accordance with regulatory requirements.

(12)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted).

(13)

Investment was on non-accrual status as of December 31, 2024, meaning that the Company has ceased recognizing interest income on these investments. As of December 31, 2024, debt investments on non-accrual status represented 0.1% and 0.1% of total investments on an amortized cost basis and fair value basis, respectively.

(14)

Cash and Cash equivalents balance represents amounts held in cash and in the interest-bearing money market fund - Goldman Sachs Financial Square Government Fund (FGTXX). As of December 31, 2024, $76,832 was held in FGTXX and had an average one year yield of 5.06%.

(15)

Portfolio company formerly known as Momentive Global.


December 31, 2024
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
ALF Finance	Delayed Draw	12/10/2029	$	29,000	$	3
Azurite Intermediate Holdings, Inc.	Revolver	3/19/2031		9,500		(127	)
AVSC Holding Corporation	Revolver	12/5/2029		6,283		(124	)
Best Trash LLC	Delayed Draw	7/10/2031		16,250		(88	)
Best Trash LLC	Revolver	7/10/2031		6,060		(71	)
Boasso Global	Delayed Draw	7/1/2028		1,175		15
Boasso Global	Delayed Draw	7/1/2028		4,038		12
Boasso Global	Revolver	7/1/2026		6,250		(11	)
Cadogan Tate	Delayed Draw	10/31/2031		59,500		(425	)
Cadogan Tate	Revolver	10/31/2031		18,700		(274	)
Carevet LLC	Delayed Draw	6/18/2029		19,800		(354	)
Carevet LLC	Delayed Draw	6/18/2029		33,000		71
Carevet LLC	Revolver	6/18/2029		6,600		(59	)
Confluent Holdings LLC	Delayed Draw	3/28/2029		4,318		20
CoreWeave Compute Acquisition Co., IV, LLC	Delayed Draw	8/29/2029		26,094		15
DFS Holding Company	Delayed Draw	1/31/2029		3,000		(17	)
Disa Holdings Corp.	Revolver	9/9/2028		4,166		(51	)
Disa Holdings Corp.	Delayed Draw	9/9/2028		11,063		(53	)
Elessent Clean Technologies Inc.	Revolver	11/15/2029		13,158		(257	)
Faraday Buyer, LLC	Delayed Draw	10/10/2028		3,514		(19	)
FEG, Inc.	Revolver	5/10/2030		15,000		(268	)
Foundation Risk Partners	Delayed Draw	10/29/2030		4,898		13
Foundation Risk Partners	Revolver	10/29/2029		1,589		(4	)
Foundation Risk Partners	Revolver	10/29/2029		3,748		(8	)
Frontgrade Technologies Inc.	Revolver	1/9/2028		8,263		—
Great Day Improvements LLC	Revolver	6/13/2030		14,000		(254	)
Highgate Hotels, L.P.	Revolver	11/3/2029		12,500		—
Hotel Equities Group, LLC	Revolver	1/22/2029		10,000		(162	)
Inframark	Delayed Draw	7/31/2031		3,364		(15	)
K1 Speed Inc.	Delayed Draw	1/2/2029		3,643		(70	)


December 31, 2024
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Legends Hospitality	Delayed Draw	8/22/2031		3,750		(34	)
Legends Hospitality	Revolver	8/22/2031		6,750		(128	)
Maxar Technologies Inc.	Revolver	5/3/2029		8,417		-
Natural Partners, Inc.	Revolver	11/29/2027		6,563		(122	)
Neptune Platform Buyer, LLC	Delayed Draw	1/19/2031		1,544		(8	)
Parfums Holding Co Inc	Revolver	6/27/2029		6,000		(54	)
PetVet Care Centers	Delayed Draw	11/15/2030		6,981		61
PetVet Care Centers	Revolver	11/15/2029		6,981		(66	)
Pharmalogic Holdings Corp	Delayed Draw	6/21/2030		25,253		(156	)
Red Fox CD Acquisition Corp.	Delayed Draw	3/4/2030		7,364		(127	)
RPX Corporation	Revolver	8/2/2030		6,122		(85	)
Sandlot Baseball Borrower Co.	Delayed Draw	12/27/2028		13,800		56
Sky Merger Sub, LLC	Delayed Draw	5/28/2029		12,500		37
Sky Merger Sub, LLC	Revolver	5/28/2029		25,000		(551	)
SurveyMonkey Global Inc.	Revolver	5/31/2029		13,440		(120	)
Systems Planning and Analysis, Inc.	Delayed Draw	8/16/2027		42,286		(59	)
Systems Planning and Analysis, Inc.	Revolver	8/16/2027		5,827		(52	)
TIC Bidco LTD	Delayed Draw	6/16/2031		1,577		(9	)
Townsend	Revolver	8/1/2029		2,500		(69	)
Trillium FlowControl	Delayed Draw	12/20/2029		3,667		(27	)
Trillium FlowControl	Revolver	12/20/2029		3,000		(22	)
USA Debusk LLC	Delayed Draw	4/30/2031		5,420		(33	)
USA Debusk LLC	Revolver	4/30/2030		1,603		(21	)
Total Unfunded Commitments			$	574,819	$	(4,151	)

The accompanying notes are an integral part of these consolidated financial statements.

MSD Investment Corp.

Notes to Consolidated Financial Statements

(in thousands, except share/per share data, percentages and as otherwise noted)

Note 1. Organization

MSD Investment Corp. (together with its consolidated subsidiaries, the “Company”) was originally established as a Delaware limited liability company on February 18, 2021, converted to a Maryland limited liability company named MSD Investment, LLC on October 22, 2021 and converted into a Maryland corporation (the “Corporate Conversion”) effective January 1, 2022, pursuant to Articles of Conversion filed on December 28, 2021. In connection with the Corporate Conversion the Company changed its name from “MSD Investment, LLC” to “MSD Investment Corp.” As a result of the Corporate Conversion, the issued and outstanding equity interests of MSD Investment, LLC were converted into a corresponding number of shares of common stock, par value $0.001 per share, of the Company (the “Shares,” and each a “Share”), and each holder of equity interests of MSD Investment, LLC became a shareholder of the Company (collectively the “Shareholders”). The Company is structured as an externally managed, non-diversified closed-end investment company. On December 29, 2021, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”), as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On January 1, 2023, MSD Partners, L.P., a Delaware limited partnership (“MSD”) completed a previously announced business combination with BDT & Company Holdings, L.P. (the “Transaction”), and its subsidiaries, which includes BDT Capital Partners, LLC (“BDT Capital”), an SEC-registered investment adviser, and BDT & MSD Partners, LLC, an SEC registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”). Upon the closing of the Transaction, BDT & Company Holdings, L.P. was renamed BDT & MSD Holdings, L.P. (“BDT”) and BDT, and its subsidiaries, became affiliates of the Adviser (as defined below) and the Company. BDT, together with BDT Capital, MSD and their affiliated entities, are collectively referred to as “BDT & MSD.”

On November 24, 2021, the Company entered into an investment advisory agreement (the “Original Advisory Agreement”) with MSD (in its capacity as the Company’s investment adviser, the “Adviser”), under which the Adviser provided certain investment advisory and management services to the Company. Additionally, the Company previously entered into an administrative services agreement (the “Original Administration Agreement”) with MSD (in its capacity as the Company’s administrator, the “Administrator”) under which the Administrator provided certain administrative and other services necessary for the Company to operate.

Effective January 1, 2023, the Company entered into a new investment advisory agreement (the “Advisory Agreement”), by and between the Company and the Adviser, and a new administrative agreement (the “Administration Agreement” and together with the Advisory Agreement, the “New Agreements”), by and between the Company and the Administrator. The terms of the New Agreements are substantially identical to those of the Original Advisory Agreement and Original Administrative Agreement, except that the reimbursement required to be made to the Administrator by the Company pursuant to the Administration Agreement will be capped such that the amounts will not exceed 0.15% of total gross assets of the Company in any one calendar year.

On June 30, 2025, the Company entered into Amendment No. 1 to the Advisory Agreement (the “Advisory Agreement Amendment”), dated as of June 30, 2025, by and among the Company, MSD, and BDT & MSD BDC Management, LLC (“BDT & MSD BDC Management”). As a result of the Advisory Agreement Amendment, BDT & MSD BDC Management was appointed to serve as the Company’s investment adviser rather than MSD, and BDT & MSD BDC Management became responsible for the overall management of the Company’s investment activities and daily portfolio management obligations in place of MSD. The Advisory Agreement Amendment was entered into in connection with the internal reorganization of BDT, the ultimate parent company of MSD and BDT & MSD BDC Management, and there were no changes to the advisory services provided to the Company, including no changes in the personnel providing the advisory services or any changes to the advisory fees payable by the Company.

On August 11, 2025, the Company entered into Amendment No. 1 to the Administration Agreement (the “Administration Agreement Amendment”), dated as of August 11, 2025, by and among the Company, MSD, and BDT & MSD BDC Management. As a result of the Administration Agreement Amendment, BDT & MSD BDC Management was appointed to serve as the Company’s administrator rather than MSD, and BDT & MSD BDC Management became responsible for providing certain administrative and other services necessary for the Company to operate in place of MSD. The Administration Agreement Amendment was entered into in connection with the internal reorganization of BDT, the ultimate parent company of MSD and BDT & MSD BDC Management, and there were no changes to the services provided to the Company.

MSD BDC SPV I, LLC (“SPV I”) is a Delaware limited liability company formed on June 14, 2021 and commenced operations on December 21, 2021, the date the first investment transaction closed. MSD BDC SPV II, LLC (“SPV II”) is a Delaware limited liability company formed on January 4, 2023 and commenced operations on March 31, 2023. MSD BDC CLO I, LLC (“CLO I” and together with SPV I, and SPV II, the “SPVs”) is a Delaware limited liability company formed on August 18, 2023 and commenced operations on November 15, 2023. The SPVs’ investment objectives are the same as the Company’s. The SPVs are wholly owned subsidiaries of the Company and are consolidated in these consolidated financial statements, in accordance with the Company’s consolidation policy discussed in Note 2. Significant Accounting Policies.

The Company may from time to time conduct a private offering (each a “Private Offering”) of its Shares (i) to “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) in the case of Shares sold outside the United States, to persons that are not “U.S. persons,” as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of the Private Offering, each investor makes a capital commitment (“Capital Commitments”) to purchase Shares pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase the Company’s Shares up to the amount of their Capital Commitments on an as-needed basis each time the Company delivers a notice to investors.

The first closing date of a Private Offering (the “Initial Closing Date”) took place on December 21, 2021. Additional closings are expected to occur from time to time as determined by the Company (each, a “Subsequent Closing”), and the final such closing (the “Final Closing”) will occur no later than the fifth anniversary of the Initial Closing Date, subject to a one-year extension at the discretion of the Board of Directors of the Company (the “Board”) (the “Commitment Period”). The proceeds received at the Initial Closing Date were used to acquire the initial portfolio of the Company from several funds managed by the Adviser or its affiliates prior to the Corporate Conversion. Following the Initial Closing Date, proceeds from the sale of Shares in Subsequent Closings were used to acquire investments in accordance with the Company’s investment guidelines and for other permitted purposes.

In connection with the Private Offering, the Company delivered a private placement memorandum to shareholders in which it provided that the term of the Company would commence on the Initial Closing Date and end upon the fifth anniversary of the Initial Closing Date, subject to a one-year extension (the “Term”). The Company also provided that, on or before the conclusion of the Term, the Board would seek a liquidity event or determine to remain a privately offered business development company indefinitely. On March 4, 2025, upon the recommendation of the Company’s management, the Board determined that it would be in the best interest of the Company and its shareholders to remain a privately offered BDC.

On November 29, 2023, the Company issued 250 shares of its 12.0% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) for an aggregate offering price of $0.75 million. Each individual investor in the offering was entitled to purchase only one share of Series A Preferred Stock. Each holder of Series A Preferred Shares was entitled to a liquidation preference of $3,000.00 per share (the “Liquidation Value”), plus additional amounts as set forth in the Articles Supplementary to the Company’s Articles of Incorporation Relating to the 12.0% Series A Cumulative Preferred Stock. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up, the Series A Preferred Stock was senior to all other classes and series of the Company’s common shares to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Series A Preferred Stock. Holders of shares of the Series A Preferred Stock did not, however, participate in any appreciation in the value of the Company. On December 15, 2025, the Company redeemed all 250 shares of Series A Preferred Stock.

Note 2. Significant Accounting Policies

Basis of Presentation

Management has determined that the Company meets the definition of an investment company and adheres to the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). Accounting principles generally accepted in the United States (“U.S. GAAP”) for an investment company requires investments to be recorded at fair value.

The accompanying consolidated financial statements and related financial information have been prepared in accordance with U.S. GAAP and pursuant to the requirements for reporting on Form 10-K and Regulation S-X under the 1933 Act.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reporting period and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidates the results of its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of 90 days or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, these deposits may exceed the Federal Deposit Insurance Corporation insured limit.

Restricted Cash

Restricted cash consists of cash collateral that had been pledged to cover obligations of the Company according to its derivative contracts and demand deposits held at Goldman Sachs International, in addition to cash funded to escrow for prefunding deals. Management believes the credit risk related to its demand deposits is minimal.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received from a sale or paydown and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Valuation of Investments

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

ASC 820 defines hierarchical levels of fair value that prioritize and rank the level of observability of inputs used in determination of fair value. These levels are summarized below:

•

Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and debt securities, publicly listed derivatives and money market/short-term investment funds are generally included in Level 1.

•

Level 2 - Valuation inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. Investments generally included in this category are less liquid and restricted securities listed in active markets, securities traded in markets that are not active, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

•

Level 3 - Valuation inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category include investments in privately-held entities, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall within different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Depending on the relative liquidity in the markets for certain investments, the Company may transfer investments to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are severely limited, or not available, or otherwise not reliable. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and the consideration of factors specific to the investment.

Under procedures established by the Board, the Company intends to value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 p.m. Eastern Time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the bid price as reported by an independent, third-party pricing service on the date of determination. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value as determined by the Adviser as the Company's valuation designee (in such capacity, the “Valuation Designee”), subject to the overall supervision of the Board. Such determination of fair values may involve subjective judgments and estimates, although the Valuation Designee will also engage independent valuation providers to review the valuation of each investment that constitutes a material portion of the Company’s portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, the Valuation Designee, together with any independent valuation advisers, and subject to the oversight of the Board, will fair value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. The types of factors that may be considered in determining the fair values of investments include, but are not limited to, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings. The Company intends to retain one or more independent providers of financial advisory services to assist the Valuation Designee and the Board by performing certain third-party valuation services. The Company may appoint additional or different third-party valuation firms in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, the Valuation Designee will use the pricing indicated by the external event to corroborate and/or assist the Company in the valuation of such portfolio company. Because the Company expects that there will not be readily available market quotations for many of the investments in its portfolio, the Company expects to value many of its investments at fair value as determined in good faith by the Valuation Designee using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market quotation, the fair value of the Company’s investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.

On a quarterly basis, with respect to investments for which market quotations are not readily available, the Valuation Designee will undertake a multi-step valuation process, as described below:

•

Securities for which no market prices are readily available or reliable will be reviewed as part of the valuation process and preliminarily fair valued based on our estimate, or an independent third party’s estimate, of the fair value as of the date of determination, and provided to the Adviser’s valuation committee;

•

Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;

•

Agreed upon valuation recommendations are presented to the audit committee of the Board (the “Audit Committee”);

•

At least once annually, the valuation for each investment that constitutes a material portion of the Company’s portfolio and that does not have a readily available market quotation will be reviewed by an independent valuation firm; and

•

The Company utilizes several valuation techniques that use unobservable pricing inputs and assumptions in determining the fair value of its Level 3 investments. The valuation techniques, as well as the key unobservable inputs that have a significant impact on the Company’s investments classified and valued as Level 3 in the valuation hierarchy, are described in Note 6. Fair Value Measurements. The unobservable inputs and assumptions may differ by asset and in the application of the Company's valuation methodologies. The reported fair value estimates could vary materially if the Company had chosen to incorporate different unobservable inputs and assumptions.

All values assigned to investments by the procedures established by the Board will be binding on all Company investors. When pricing of the Company’s Shares is necessary outside of the normal quarterly process, the Adviser will, among other things, review whether, to its knowledge, significant events have occurred since the last quarterly valuation which might affect the fair value of any of the Company's portfolio investments.

The determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market quotation, the fair value of investments may differ materially from the values that would have been determined had a readily available market quotation existed for such investments. Further, such investments are generally less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment that does not have a readily available market quotation in a forced or liquidation sale, the Company could realize significantly less value than the value recorded by the Company.

The SEC adopted Rule 2a-5 under the 1940 Act (“Rule 2a-5”) providing a framework for fund valuation practices. Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits (but does not require) boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides the recordkeeping requirements associated with fair value determinations. On August 3, 2023, the Board elected to designate the Adviser as the Company’s Valuation Designee, which became effective for the quarter ended September 30, 2023. The Company has adopted certain revisions to its valuation policies and procedures in order to comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable or payable by the Company for transactions that have not settled at the reporting date.

Foreign Currency Transactions

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Financial and Derivative Instruments

We invest in derivative instruments, including foreign currency forward contracts and interest rate swaps. Foreign currency forward contracts are recognized at fair value in the consolidated financial statements. Foreign currency forward contracts are not designated as hedging instruments, and as a result, changes in fair value through net change in unrealized appreciation (depreciation) on foreign currency forward contracts are presented in the Consolidated Statements of Operations. Realized gains and losses that occur upon the cash settlement of the foreign currency forward contracts are included in net realized gains (losses) on foreign currency forward contracts on the Consolidated Statements of Operations. The Company uses interest rate swaps as derivative instruments to hedge the Company’s fixed rate debt, and therefore the periodic payment will be recognized as a component of interest expense in the Consolidated Statements of Operations. The change in fair value for the effective hedge will also be recognized as a component of interest expense in the Consolidated Statements of Operations, which is offset within interest expense to the extent of the fair value change for the hedged risk on our hedged Notes.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums are recorded as interest income in the current period.

The Company has investments in its portfolio that contain payment-in-kind ("PIK") provisions. PIK represents interest that is accrued and recorded at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statement of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized income is generally reversed through interest income. To maintain the Company’s status as a RIC after the Corporate Conversion, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

If the portfolio company's valuation indicates the value of the PIK security is not sufficient to cover the contractual PIK interest, the Company will not accrue additional PIK interest income and will record an allowance for any accrued PIK interest receivable as a reduction of interest income in the period the Company determines it is not collectible.

Debt investments are generally placed on non-accrual status when interest payments are at least 90 days past due or there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Dividend Income

Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Organization Expenses and Offering Expenses

Costs associated with the organization of the Company were expensed on the Company's consolidated statement of operations as incurred. These expenses consist primarily of legal fees and other costs of forming and organizing the Company.

Costs associated with the offering of the Company’s Shares, and any additional expenses for other offerings, are capitalized and included in prepaid expenses and other assets on the consolidated statement of assets and liabilities and amortized over a twelve-month period beginning with the commencement of operations or the point in time when the cost was incurred if after the commencement of operations. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s Private Offering of its Shares.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Debt issuance costs are presented in the consolidated statement of assets and liabilities as a direct deduction of the debt liability to which the costs pertain.

Income Taxes

We have elected to be regulated as a BDC under the 1940 Act. We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as we maintain our tax treatment as a RIC, we generally will not be subject to U.S. federal income taxes on any ordinary income or capital gains that we distribute (or are deemed to distribute) at least annually to our shareholders as dividends. Rather, any tax liability related to income earned and distributed by us would represent obligations of our investors and would not be reflected in our consolidated financial statements.

To qualify for and maintain qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we must distribute to our shareholders, for each taxable year, at least 90% of the sum of (i) our “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally our ordinary income plus the excess, if any, of our realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income.

We are generally subject to a nondeductible 4% U.S. federal excise tax if we do not distribute to our shareholders in a timely manner in each taxable year an amount at least equal to the sum of (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires us to evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

Our tax returns are subject to tax examination by major taxing authorities for a period of three years from when they are filed. We are additionally not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. As a result, no income tax liability or expense has been recorded on the accompanying consolidated financial statements as of both December 31, 2025 and December 31, 2024. We recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statement of operations. During the year ended December 31, 2025, we did not incur any interest or penalties.

Prior to the Corporate Conversion, we were treated as a partnership for U.S. federal income tax purposes and incurred no U.S. federal, state, city, or foreign income tax liability on income earned during that period. Instead, each partner reported his or her share of the Company's income, capital gain/(loss) and credit on his or her own tax return. Consequently, no provision for income taxes had been recorded in the consolidated financial statements.

Distributions

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its Shareholders. Distributions to Shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company's earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.

Segment Reporting

In accordance with ASC Topic 280, the Company has determined that it has a single operating and reporting segment with an investment objective to generate both net investment income and, to a lesser extent, capital appreciation through debt and preferred equity investments. The Chief Operating Decision Maker (the "CODM"), which comprises the Company’s Chief Executive Officer and Chief Financial Officer, assesses the performance and makes operating decisions of the Company on a consolidated basis, primarily based on the Company’s net increase in shareholders' equity resulting from operations. In addition to numerous other factors and metrics, the CODM utilizes net investment income as a key metric in determining the amount of dividends to be distributed to the Company's shareholders. As the Company's operations comprise a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets,” and the significant segment expenses are listed on the accompanying consolidated statement of operations.

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, (“ASU 2023-09”), Improvements to Income Tax Disclosures (Topic 740), which requires enhanced disclosures in connection with an entity's effective tax rate reconciliation and additional disclosures about income taxes paid. The ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 effective December 31, 2025 and determined it has no material impact on its consolidated financial information at this time.

In December 2024, the FASB issued Accounting Standards Update No. 2024-04, "Debt with Conversion and Other Options (“ASU 2024-04”): Induced Conversions of Convertible Debt Instruments”, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company has evaluated and will continue to evaluate the adoption of ASU 2024-04 and determined it has no material impact on its consolidated financial statements at this time.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. In January 2025, the FASB issued ASU 2025-01 to clarify ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption and retrospective application is permitted. The Company is currently evaluating the impact of this guidance and does not expect a material impact to the consolidated financial statements.

Note 3. Agreements and Related Party Transactions

Initial Portfolio Acquisition

Commencing on the Initial Closing Date and concluding prior to the Company's election to be regulated as a BDC, the Company completed its purchase of a portfolio of investments (the “Initial Portfolio”) pursuant to agreements entered into with several funds managed by the Adviser (the “Initial Portfolio Acquisition”). Subsequent to the Initial Portfolio Acquisition the Company elected to be regulated as a BDC.

Investment Advisory Agreement

On November 24, 2021, the Company entered into the Original Advisory Agreement with the Adviser. Effective January 1, 2023, the Company entered into the Advisory Agreement. The terms of the Advisory Agreement are substantially identical to those of the Original Advisory Agreement, including with respect to the advisory services provided to the Company. On June 30, 2025, the Company entered into the Advisory Agreement Amendment, pursuant to which BDT & MSD BDC Management was appointed to serve as the Company’s investment adviser in place of MSD. Pursuant to the Advisory Agreement Amendment there were no changes to the advisory services provided to the Company, including no changes in the personnel providing the advisory services or any changes to the advisory fees payable by the Company.

Pursuant to the Advisory Agreement the Adviser is responsible for managing the investment and reinvestment of the assets of the Company, subject to the supervision of the Board, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10. The Adviser is also responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis. For its services, the Adviser is entitled to receive a base management fee and an incentive fee as set forth in the Advisory Agreement.

The Advisory Agreement may be terminated at any time, without the payment of any penalty upon 60 days' written notice, by the vote of a majority of the Board, or by a majority of the holders of our outstanding voting securities, in accordance with the requirements of the 1940 Act, or by the Adviser. Additionally, the Advisory Agreement will automatically terminate in event of an assignment as defined in the 1940 Act. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of two years from January 1, 2023 and will remain in effect year to year thereafter if approved annually (i) by a majority of the members of the Board who are not “interested persons” (as defined in section 2(a)(19) of the 1940 Act) of the Company (each an “Independent Director”) and (ii) the Board or the holders of a majority of the Company's outstanding voting securities.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods and services, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

The Company pays the Adviser a fee for its services under the Advisory Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). The cost of both the Management Fee and the Incentive Fee will ultimately be borne by the Shareholders.

Management Fee

The Management Fee is payable quarterly in arrears and shall be calculated as follows:

•

Prior to an initial public offering of the Company’s common stock and/or listing on a nationally recognized stock exchange (an “Exchange Listing”), the Management Fee shall be calculated at a rate of 0.1875% per quarter (0.75% per annum) of the Company’s average gross asset value, excluding cash and cash equivalents, at the end of the Company's two most recently completed calendar quarters.

•

Following an Exchange Listing, the Management Fee will be calculated at a rate of 0.3125% per quarter (1.25% per annum) of the Company's average gross asset value, excluding cash and cash equivalents, at the end of the Company's two most recently completed calendar quarters (or for the first quarter following an Exchange Listing, the average gross assets as of the date of the Exchange Listing and the end of such calendar quarter).

For purposes of the Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with U.S. GAAP, including assets purchased with borrowed amounts. For avoidance of doubt total assets does not include any undrawn Capital Commitments. For the first calendar quarter in which the Company had operations, gross assets were measured as the average of gross assets at the Initial Drawdown Date and at the end of such first calendar quarter. The Management Fee will be appropriately adjusted for any share issuances or repurchases during the applicable period. If an Exchange Listing occurs on a date other than the first day of a calendar quarter, the management fee will be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.

Incentive Fees

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income (the “Income-Based Fee”) and the other component is based on capital gains (the “Capital Gains Fee”), each as described below:

The Company pays the Income-Based Fee with respect to the pre-incentive fee net investment income in each calendar quarter as follows:

•

No income-based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of our net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5%;

•

100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.765% (7.06% annualized) of the value of the Company’s net assets at the beginning of each applicable calendar quarter. This “catch-up” portion is meant to provide the Adviser with approximately 15% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch-up” is achieved; and

•

15% of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.765% (7.06% annualized).

These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

The Capital Gains Fee will be determined and payable in arrears as of the end of each calendar year in an amount equal to 15% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S. GAAP. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.

Administration Agreement

On November 24, 2021, the Company entered into the Original Administration Agreement with the Administrator. Effective January 1, 2023, the Company entered into the Administration Agreement. On August 11, 2025, the Company entered into the Administration Agreement Amendment, pursuant to which BDT & MSD BDC Management was appointed to serve as the Company’s administrator in place of MSD. Pursuant to the Administration Agreement Amendment there were no changes to the services provided to the Company.

Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to Shareholders and reports filed with the SEC, preparing materials and coordinating meetings of the Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies. The terms of the Administration Agreement are substantially similar to the Original Administration Agreement, except that the reimbursements required to be made to the Administrator by the Company will be capped such that the amounts will not exceed an amount of 0.15% of the total gross assets of the Company in any one calendar year. Under the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities.

The Administration Agreement may be terminated at any time, without the payment of any penalty upon 60 days' written notice, by a vote of the outstanding voting securities of the Company, by the vote of a majority of the Board, or by the Administrator. Unless earlier terminated, the Administration Agreement will remain in effect for a period of two years from January 1, 2023 and will remain in effect year to year thereafter if approved annually (i) by a majority of the Independent Directors and (ii) the Board or the holders of a majority of the Company's outstanding voting securities

For providing these services, the Company will reimburse the Administrator for its costs, expenses and allocable portion of overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, information technology, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of MSD or any of its affiliates, subject to the limitations described in the Administration Agreement.

Co-Investment Transactions Exemptive Relief

On June 9, 2025, the Company and certain of its affiliates were granted an order for co-investment exemptive relief by the SEC based on an updated model of co-investment order that was recently granted by the SEC (the “Order”). The Order supersedes the prior exemptive order granted on February 16, 2022, as amended on August 31, 2022. The Order permits the Company to participate in negotiated co-investment transactions with other funds managed by the Adviser and certain other affiliates pursuant to the conditions of the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things: (1) when the Company co-invests with an affiliated entity (as defined in the exemptive application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Company disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Company’s compliance with the conditions of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.

License Agreement

The Company has entered into a license agreement (the “License Agreement”), pursuant to which the Adviser has granted the Company a non-exclusive license to use the name “MSD.” Under the License Agreement, the Company has a right to use the MSD name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “MSD” name or logo.

The following table presents the related party fees, expenses and transactions for the years ended December 31, 2025, 2024 and 2023:


Related Party	Source Agreement & Description	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
	Consolidated statement of operations:
Adviser	Advisory Agreement - management fees	$	40,220		$	25,213	$	11,535
Adviser	Advisory Agreement - income based incentive fee		47,218			33,244		16,950
Adviser	Advisory Agreement - board of directors' fees		310			277		310
Adviser	Advisory Agreement - capital gains incentive fee		(972	)		5,359		—
Administrator	Administration Agreement - administration expense		3,700			3,850		1,862

Note 4. Investments

The composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025							December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	6,345,127	$	6,345,143		99.28	%	$	4,380,981	$	4,375,355		96.61	%
Second lien debt		30,132		30,116		0.47			89,589		89,485		1.98
Subordinated debt		1,437		1,481		0.02			990		990		0.02
Equity and Other Investments		12,369		14,314		0.23			63,397		63,234		1.39
Total investments	$	6,389,065	$	6,391,054		100.00	%	$	4,534,957	$	4,529,064		100.00	%

The industry composition of investments at fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025			December 31, 2024
Aerospace & Defense		4.26	%		4.72	%
Automotive		—			0.24
Banking, Finance, Insurance & Real Estate		7.28			6.82
Beverage, Food & Tobacco		3.26			0.46
Capital Equipment		2.16			3.23
Chemicals, Plastics & Rubber		1.88			1.50
Construction & Building		7.94			7.77
Consumer Goods: Durable		—			1.98
Consumer Goods: Non-durable		4.99			6.90
Containers, Packaging & Glass		1.43			1.72
Energy: Oil & Gas		—			0.05
Environmental Industries		0.33			0.40
Healthcare & Pharmaceuticals		8.77			6.53
High Tech Industries		8.19			4.66
Hotel, Gaming & Leisure		13.97			10.73
Media: Advertising, Printing & Publishing		6.50			2.60
Media: Broadcasting & Subscription		0.05			0.49
Media: Diversified & Production		2.41			1.68
Retail		—			1.92
Services: Business		15.35			18.38
Services: Consumer		7.70			8.84
Sovereign & Public Finance		—			1.11
Telecommunications		2.17			4.02
Transportation: Cargo		1.01			1.46
Transportation: Consumer		—			1.29
Wholesale		0.35			0.50
Total		100.00	%		100.00	%

The geographic composition of investments at cost and fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	5,686,259	$	5,668,402		88.69	%		172.90	%
Luxembourg		74,981		66,877		1.05			2.04
United Kingdom		345,908		353,014		5.52			10.77
Switzerland		142,294		161,779		2.53			4.93
Ireland		90,861		90,761		1.42			2.77
Australia		48,762		50,221		0.79			1.53
Total	$	6,389,065	$	6,391,054		100.00	%		194.95	%


	December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	4,204,937	$	4,209,632		92.95	%		175.26	%
Luxembourg		73,272		69,901		1.54			2.91
United Kingdom		256,748		249,531		5.51			10.39
Total	$	4,534,957	$	4,529,064		100.00	%		188.56	%

As of both December 31, 2025 and December 31, 2024, one investment in the portfolio was on non-accrual status.

As of December 31, 2025, on a fair value basis, approximately 99.2% of our performing debt investments bore interest at a floating rate and approximately 0.8% of our performing debt investments bore interest at a fixed rate.

As of December 31, 2024, on a fair value basis, approximately 97.4% of our performing debt investments bore interest at a floating rate and approximately 2.6% of our performing debt investments bore interest at a fixed rate.

Note 5. Derivative Instruments

The Company may enter into foreign currency forward contracts from time to time to facilitate the settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts; we attempt to limit counterparty risk by only dealing with well-known counterparties and those that we believe have the financial resources to honor their obligations. The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period.

The following tables present the open foreign currency forward contracts as of December 31, 2025 and December 31, 2024:


December 31, 2025
Foreign Currency	Settlement Date	Statement of Assets and Liabilities Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value
AUD	January 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 196	$	127	$	130	$	(3	)
AUD	March 11, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 1,287	$	830	$	859	$	(29	)
AUD	March 11, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 1,314	$	848	$	871	$	(23	)
AUD	April 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 193	$	124	$	128	$	(4	)
AUD	June 11, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 1,326	$	856	$	884	$	(28	)
AUD	June 11, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 79,323	$	51,156	$	52,451	$	(1,295	)
AUD	September 11, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 1,336	$	863	$	890	$	(27	)
AUD	October 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 196	$	127	$	130	$	(3	)
AUD	December 11, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		AUD 1,325	$	855	$	881	$	(26	)
GBP	January 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 60	$	80	$	81	$	(1	)


December 31, 2025
Foreign Currency	Settlement Date	Statement of Assets and Liabilities Location	Counterparty	Amount Transacted		Notional Value at Settlement			Notional Value at Period End			Fair Value
GBP	January 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 116	$	153		$	156		$	(3	)
GBP	March 18, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 76,442	$	102,196		$	102,986		$	(790	)
GBP	July 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 115	$	154		$	155		$	(1	)
GBP	July 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 114	$	151		$	153		$	(2	)
GBP	October 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 2,558	$	3,381		$	3,436		$	(55	)
GBP	January 7, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 2,398	$	3,234		$	3,231		$	3
GBP	January 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 3,507	$	4,707		$	4,719		$	(12	)
GBP	March 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 117	$	155		$	157		$	(2	)
GBP	March 9, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 243	$	325		$	328		$	(3	)
GBP	March 18, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP (14,340)	$	(19,261	)	$	(19,319	)	$	58
GBP	June 8, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 121	$	162		$	163		$	(1	)
GBP	June 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 119	$	159		$	162		$	(3	)
GBP	July 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 3,499	$	4,712		$	4,713		$	(1	)
GBP	July 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 3,446	$	4,608		$	4,630		$	(22	)
GBP	July 14, 2028	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 3,578	$	4,655		$	4,796		$	(141	)
GBP	July 15, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 2,557	$	3,341		$	3,435		$	(94	)
GBP	September 8, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 120	$	160		$	162		$	(2	)
GBP	September 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 5,120	$	6,782		$	6,876		$	(94	)
GBP	September 9, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 78,727	$	105,132		$	105,726		$	(594	)
GBP	December 8, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		GBP 118	$	158		$	160		$	(2	)


December 31, 2025
Foreign Currency	Settlement Date	Statement of Assets and Liabilities Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value
CAD	January 6, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,306	$	954	$	952	$	2
CAD	March 31, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,718	$	1,268	$	1,256	$	12
CAD	June 30, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 76,721	$	56,704	$	56,309	$	395
EUR	January 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 544	$	638	$	639	$	(1	)
EUR	January 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,083	$	1,289	$	1,291	$	(2	)
EUR	March 18, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		EUR 37,240	$	43,954	$	43,907	$	47
EUR	July 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,064	$	1,258	$	1,260	$	(2	)
EUR	July 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,075	$	1,286	$	1,289	$	(3	)
EUR	October 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 28,828	$	34,564	$	34,659	$	(95	)
EUR	January 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,069	$	1,255	$	1,256	$	(1	)
EUR	July 7, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,576	$	1,867	$	1,880	$	(13	)
EUR	January 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,609	$	1,918	$	1,918	$	—
EUR	March 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 444	$	529	$	531	$	(2	)
EUR	March 9, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 905	$	1,064	$	1,067	$	(3	)
EUR	June 8, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 453	$	535	$	536	$	(1	)


December 31, 2025
Foreign Currency	Settlement Date	Statement of Assets and Liabilities Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value
EUR	June 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 457	$	546	$	548	$	(2	)
EUR	July 7, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 1,605	$	1,922	$	1,924	$	(2	)
EUR	September 9, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 43,078	$	51,680	$	51,744	$	(64	)
EUR	September 8, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 452	$	535	$	536	$	(1	)
EUR	September 8, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 23,599	$	28,244	$	28,347	$	(103	)
EUR	December 8, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		EUR 447	$	531	$	533	$	(2	)
CHF	January 6, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		CHF 1,082	$	1,370	$	1,366	$	4
CHF	February 26, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 131,613	$	158,188	$	172,977	$	(14,789	)
CHF	February 27, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 1,895	$	2,197	$	2,405	$	(208	)
CHF	March 29, 2029	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 323	$	417	$	454	$	(37	)
CHF	March 31, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 325	$	379	$	415	$	(36	)
CHF	March 31, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	13	$	(1	)
CHF	March 31, 2028	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	13	$	(1	)
CHF	May 27, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 1,845	$	2,159	$	2,364	$	(205	)
CHF	June 30, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 329	$	386	$	423	$	(37	)


December 31, 2025
Foreign Currency	Settlement Date	Statement of Assets and Liabilities Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value
CHF	June 30, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	13	$	(1	)
CHF	June 30, 2028	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	13	$	(1	)
CHF	August 27, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 1,906	$	2,250	$	2,463	$	(213	)
CHF	September 29, 2028	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	14	$	(2	)
CHF	September 30, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 333	$	395	$	431	$	(36	)
CHF	September 30, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	13	$	(1	)
CHF	November 27, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 1,928	$	2,297	$	2,513	$	(216	)
CHF	December 29, 2028	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	13	$	14	$	(1	)
CHF	December 31, 2026	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 333	$	398	$	435	$	(37	)
CHF	December 31, 2027	Unrealized depreciation on foreign currency forward contracts	Macquarie		CHF 10	$	12	$	13	$	(1	)
Total						$	684,004	$	702,864	$	(18,860	)


December 31, 2024
Foreign Currency	Settlement Date	Statement of Assets and Liabilities Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value
GBP	March 19, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 20,029	$	25,407	$	25,068	$	338
GBP	July 14, 2028	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 3,578	$	4,655	$	4,479	$	176
GBP	July 15, 2027	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 2,557	$	3,341	$	3,195	$	146
GBP	July 31, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 80,000	$	105,726	$	100,128	$	5,598
GBP	July 31, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 790	$	1,024	$	988	$	36
GBP	July 31, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		GBP 988	$	1,251	$	1,235	$	16
CAD	March 31, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,845	$	1,354	$	1,287	$	67
CAD	March 31, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,718	$	1,268	$	1,216	$	52
CAD	June 30, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,823	$	1,340	$	1,276	$	63
CAD	June 30, 2026	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 76,721	$	56,704	$	54,480	$	2,224
CAD	September 29, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,786	$	1,315	$	1,255	$	60
CAD	December 31, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		CAD 1,719	$	1,268	$	1,213	$	54
EUR	March 19, 2025	Unrealized appreciation on foreign currency forward contracts	Macquarie		EUR 37,240	$	39,318	$	38,707	$	611
Total						$	243,971	$	234,527	$	9,441

The following table presents the net realized and unrealized gains and losses on derivative instruments recorded for the years ended December 31, 2025, 2024 and 2023:


	Statement of Operations Location	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Net realized gains (losses)
Foreign currency forward contracts	Net realized gains (losses) on foreign currency forward contracts	$	(6,868	)	$	3,137	$	(2,076	)
Net change in unrealized appreciation (depreciation)
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		(28,302	)		10,238		(461	)
Net realized and unrealized gains on foreign currency forward contracts		$	(35,170	)	$	13,375	$	(2,537	)

For derivatives traded under an International Swaps and Derivatives Association Master Agreement ("ISDA Master Agreement"), the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Company or the counterparty. Cash collateral that has been pledged, if any, to cover obligations of the Company and cash collateral received from the counterparty, if any, is reported on the consolidated statements of assets and liabilities as collateral deposits (received) for foreign currency forward contracts. Generally, the amount of collateral due from or to a party has to exceed a minimum transfer amount threshold before a transfer is required. To the extent amounts due to the Company from a counterparty are not fully collateralized, the Company bears the risk of loss from counterparty non-performance.

The following table presents the derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement or similar arrangement, and net of related collateral received for assets or pledged for liabilities as of December 31, 2025 and December 31, 2024:


As of	Counterparty	Gross Amounts of Recognized Derivative Assets		Gross Amounts Offset in the Statement of Assets and Liabilities			Net Amounts of Assets Presented in the Statement of Financial Position		Collateral Received (1)		Net position of Derivative Assets and Collateral Received
December 31, 2025	Macquarie	$	521	$	(521	)	$	—	$	—	$	—


As of	Counterparty	Gross Amounts of Recognized Derivative Liabilities			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Financial Position			Collateral Pledged (1)		Net position of Derivative Liabilities and Pledged Collateral
December 31, 2025	Macquarie	$	(19,381	)	$	521	$	(18,860	)	$	—	$	(18,860	)


As of	Counterparty	Gross Amounts of Recognized Derivative Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Financial Position		Collateral Pledged (1)		Net position of Derivative Assets and Collateral Received
December 31, 2024	Macquarie	$	9,441	$	—	$	9,441	$	—	$	9,441

(1)

Lesser of the amount pledged and the amount needed to offset the liability.

The Company may also enter into interest rate swap transactions from time to time to hedge fixed rate debt obligations to align with our predominantly floating rate portfolio. The Company designated these interest rate swaps and the associated unsecured notes as qualifying fair value hedge accounting relationships. As of December 31, 2025, the counterparty to the Company's interest rate swaps was Goldman Sachs International for the Series F Notes and 2030 Notes, and JPMorgan Chase Bank, N.A. for the 2031 Notes. As of December 31, 2024, the counterparty to all of the Company's interest rate swaps was Goldman Sachs International. Certain information related to the Company's interest rate swap as of December 31, 2025 is presented below:

         As of December 31, 2025

         Description

         Hedged Item

         Company Receives

         Company Pays

         Maturity Date

         Notional Amount

Interest rate swap

Series F Notes

7.11%

SOFR + 3.117%

5/20/2030

165,000

Interest rate swap

2030 Notes

6.25%

SOFR + 2.4115%

5/31/2030

500,000

Interest rate swap

2031 Notes

6.13%

SOFR + 2.715%

2/5/2031

400,000

As a result of the Company's designation of the interest rate swaps as hedging instruments in qualifying fair value hedge accounting relationships, the Company is required to fair value the hedging instruments and the related hedged items. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. For the year ended December 31, 2025 the interest rate swaps had a change in fair value of $8.9 million, which is offset within interest expense to the extent of the fair value change for the hedged risk on the Series F, 2030 Notes and 2031 Notes. For the years ended December 31, 2025 and December 31, 2024, the Company recognized no net change in realized or unrealized gains or losses on interest rate swaps not designated as hedging instruments in the Consolidated Statements of Operations. The balance sheet impact of fair valuing the interest rate swaps as of December 31, 2025 and December 31, 2024 is presented below:


As of December 31, 2025
Derivative Instrument	Notional Amount		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities			Balance Sheet Location of Amounts
Interest rate swap (1)	$	165,000	5/20/2030	$	3,302	$	—		Prepaid expenses and other assets
Interest rate swap (2)	$	500,000	5/31/2030	$	7,051	$	—		Prepaid expenses and other assets
Interest rate swap (3)	$	400,000	2/5/2031	$	—	$	(2,293	)	Accrued expenses and other liabilities

(1)

The asset related to the fair value of the interest rate swaps was offset by a $3.3 million increase to the carrying value of the Series F Notes.

(2)

The asset related to the fair value of the interest rate swaps was offset by a $7.0 million increase to the carrying value of the 2030 Notes.

(3)

The liability related to the fair value of the interest rate swaps was offset by a $2.3 million decrease to the carrying value of the 2031 Notes.


As of December 31, 2024
Derivative Instrument	Notional Amount		Maturity Date	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities			Balance Sheet Location of Amounts
Interest rate swap (1)	$	165,000	5/20/2030	$	—	$	(859	)	Accrued expenses and other liabilities

(1)

The liability related to the fair value of the interest rate swaps was offset by a $0.9 million decrease to the carrying value of the Series F Notes.

Note 6. Fair Value Measurements

The following tables present the fair value hierarchy of financial instruments, as of December 31, 2025 and December 31, 2024, according to the fair value hierarchy as described in Note 2. Significant Accounting Policies:


	December 31, 2025
	Level 1			Level 2			Level 3			Total
First lien debt	$	—		$	735,729		$	5,609,414		$	6,345,143
Second lien debt		—			11,959			18,157			30,116
Subordinated debt		—			—			1,481			1,481
Equity and Other Investments		—			—			14,314			14,314
Cash and cash equivalents		128,658			—			—			128,658
Total Portfolio Investments, Cash and Cash Equivalents	$	128,658		$	747,688		$	5,643,366		$	6,519,712
Percentage of total		1.97	%		11.47	%		86.56	%		100.00	%
Interest rate swaps	$	—		$	8,060		$	—		$	8,060
Foreign currency forward contracts	$	—		$	(18,860	)	$	—		$	(18,860	)


	December 31, 2024
	Level 1			Level 2			Level 3			Total
First lien debt	$	—		$	720,868		$	3,654,487		$	4,375,355
Second lien debt		—			47,466			42,019			89,485
Subordinated debt		—			—			990			990
Equity and Other Investments		—			—			63,234			63,234
Cash and cash equivalents		109,302			—			—			109,302
Total Portfolio Investments, Cash and Cash Equivalents	$	109,302		$	768,334		$	3,760,730		$	4,638,366
Percentage of total		2.36	%		16.56	%		81.08	%		100.00	%
Interest rate swaps	$	—		$	(859	)				$	(859	)
Foreign currency forward contracts	$	—		$	9,441		$	—		$	9,441

The following tables present changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value for the years ended December 31, 2025 and December 31, 2024,:


	For the Year Ended December 31, 2025
	First Lien Debt			Second Lien Debt			Subordinated Debt		Equity and Other Investments			Total Investments
Fair value, beginning of year	$	3,654,487		$	42,019		$	990	$	63,234		$	3,760,730
Purchase of investments (including PIK)		2,517,982			338			444		8,851			2,527,615
Proceeds from principal repayments and sales of investments		(668,742	)		(24,250	)		—		(60,052	)		(753,044	)
Amortization of premium/accretion of discount, net		15,493			141			3		(64	)		15,573
Net realized gain (loss) on investments		13,063			407			—		237			13,707
Net change in unrealized appreciation (depreciation) on investments		24,214			(498	)		44		2,108			25,868
Transfers to Level 3 (1)		52,917			—			—		—			52,917
Fair value, end of period	$	5,609,414		$	18,157		$	1,481	$	14,314		$	5,643,366
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at December 31, 2025	$	27,327		$	(24	)	$	44	$	2,090		$	29,437

(1)

Transfers are recorded at the beginning of the applicable period at their fair value. For the year ended December 31, 2025, three investments were transferred from Level 2 to Level 3, as valuation coverage on level 2 investments decreased to less than two independent pricing services. For the year ended December 31, 2025, there were zero investments that were transferred from Level 3 to Level 2, as valuation coverage on level 3 investments did not drop below independent pricing service.


	For the Year Ended December 31, 2024
	First Lien Debt			Second Lien Debt			Subordinated Debt		Equity and Other Investments		Total Investments
Fair value, beginning of period	$	1,200,165		$	130,876		$	—	$	27,892	$	1,358,933
Purchase of investments (including PIK)		2,925,154			337			990		31,501		2,957,982
Proceeds from principal repayments and sales of investments		(438,236	)		(88,699	)		—		—		(526,935	)
Amortization of premium/accretion of discount, net		9,013			332			—		50		9,395
Net realized gain (loss) on investments		5,786			1,537			—		—		7,323
Net change in unrealized appreciation (depreciation) on investments		2,435			(272	)		—		3,791		5,954
Transfers out of Level 3 (1)		(52,465	)		(46,886	)		—		—		(99,351	)
Transfers to Level 3 (1)		2,635			44,794			—		—		47,429
Fair value, end of period	$	3,654,487		$	42,019		$	990	$	63,234	$	3,760,730
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at December 31, 2024	$	3,789		$	479		$	—	$	3,790	$	8,058

(1)

Transfers are recorded at the beginning of the applicable period at their fair value. For the year ended December 31, 2024, four investments were transferred from Level 3 to Level 2, as valuation coverage on level 3 investments increased to more than one independent pricing service. For the year ended December 31, 2024, two investments were transferred from Level 2 to Level 3, as valuation coverage decreased to less than two independent pricing services.

The Company generally employs the Income Based Approach (as described below) to estimate the fair value of the investment. Additionally, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company or any applicable collateral, in order to evaluate coverage of the Company’s debt investment.

Income Based Approach: The Company may use a discounted cash flow analysis to estimate the fair value of the investment, specifically the yield method. Projected cash flows represent the relevant investment’s contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment’s expected maturity date. These cash flows are discounted at a rate that is calibrated to the initial transaction and monitored over time to adjust for changes in observed market spreads and yields since the issuance of the investment as well as changes in company specific factors. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.

Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing cash flow (typically EBITDA or revenue, or the relevant industry metric) multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company multiples to the portfolio company’s latest twelve month EBITDA, revenue or other applicable metric to calculate the enterprise value of the portfolio company. The Company may also consider projected multiples in the assessment if applicable.

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments as of December 31, 2025 and December 31, 2024, respectively. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.


	December 31, 2025
					Range
	Fair Value		Valuation Technique	Unobservable Input (1)	Low			High			Weighted Average (2)
First lien debt	$	5,296,337	Market Yield Analysis	Market Yield Discount Rates		5.95	%		16.79	%		9.71	%
		127,215	Recent Transaction	Transaction Price		96.50			98.02			96.87
		5,423,552
Second lien debt		18,157	Market Yield Analysis	Market Yield Discount Rates		12.07	%		13.07	%		12.57	%
Subordinated debt		1,481	Market Yield Analysis	Market Yield Discount Rates		11.66	%		13.78	%		12.42	%
Preferred equity		8,162	Market Yield Analysis	Market Yield Discount Rates		17.80	%		18.80	%		18.30	%
		4,255	Recent Transaction	Transaction Price		32.08			100.00			87.58
		12,417
Warrants		1,896	Recent Transaction	Transaction Price		514.28			514.28			514.28
Total	$	5,457,503


	December 31, 2024
					Range
	Fair Value		Valuation Technique	Unobservable Input (1)	Low			High			Weighted Average (2)
First lien debt	$	3,396,459	Market Yield Analysis	Market Yield Discount Rates		7.72	%		16.69	%		10.62	%
		242,563	Recent Transaction	Transaction Price		98.00			99.25			98.18
		3,639,022
Second lien debt		42,019	Market Yield Analysis	Market Yield Discount Rates		10.45	%		13.82	%		11.95	%
Subordinated debt		990	Recent Transaction	Transaction Price		99.00			99.00			99.00
Preferred equity		63,155	Market Yield Analysis	Market Yield Discount Rates		9.33	%		9.33	%		15.54	%
			Black-Scholes	Volatility		34.20	%		34.20	%		34.20	%
Warrants		79	Black-Scholes	Volatility		29.13	%		29.13	%		29.13	%
Total	$	3,745,265

(1)

The Company generally uses prices provided by an independent pricing service, or directly from an independent broker, which are indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by the Adviser in conjunction with additional information compiled by it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of December 31, 2025 and December 31, 2024, the Company had investments of this nature measured at fair value totaling $185.9 million and $15.5 million, respectively.

(2)

Weighted averages are calculated based on fair value of investments.

Financial Instruments Disclosed, But Not Carried at Fair Value

Debt

The fair value of the Company’s variable interest Credit Facilities, which would be categorized as Level 3 investments within the fair value hierarchy, as of both December 31, 2025 and December 31, 2024, respectively, approximate their carrying value. The fair value of the Company's Series A Notes, Series C Notes, Series F Notes, and 2030 Notes (see Note 7. Borrowings) is based on vendor pricing received by the Company, which is considered a Level 3 input.

The following table presents the fair value of the Company’s Series A Notes, Series C Notes, Series F Notes, 2030 Notes, and 2031 Notes as of December 31, 2025 and December 31, 2024:


	December 31, 2025
	Outstanding Principal		Fair Value
Series A Notes	$	69,000	$	70,030
Series C Notes		116,000		119,993
Series F Notes		165,000		168,293
2030 Notes		500,000		507,012
2031 Notes		400,000		397,707
Total	$	1,250,000	$	1,263,035


	December 31, 2024
	Outstanding Principal		Fair Value
Series A Notes	$	69,000	$	68,914
Series C Notes		116,000		115,420
Series F Notes		165,000		164,175
Total	$	350,000	$	348,509

Other

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

Note 7. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing.

The Company’s outstanding debt obligations as of December 31, 2025 and December 31, 2024 were as follows:


	December 31, 2025
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (1)		Unused Portion (2)		Maturity Date
SPV I facility	$	550,000	$	474,000	$	466,964	$	76,000	10/30/2030
SPV II facility		795,000		727,000		716,705		68,000	9/18/2030
Collateralized loan obligations		390,000		390,000		387,006		—	10/15/2035
Revolving credit facility		670,000		160,000		154,792		510,000	11/19/2029
2030 Notes		500,000		500,000		497,343		—	5/31/2030
2031 Notes		400,000		400,000		388,406		—	2/5/2031
Series A Notes		69,000		69,000		68,464		—	8/7/2027
Series B Notes		75,000		75,000		74,417		—	8/7/2027
Series C Notes		116,000		116,000		114,782		—	8/7/2029
Series D Notes		75,000		75,000		74,213		—	8/7/2029
Series E Notes		50,000		50,000		49,539		—	5/20/2028
Series F Notes		165,000		165,000		166,513		—	5/20/2030
Series G Notes		50,000		50,000		49,461		—	5/20/2030
Total	$	3,905,000	$	3,251,000	$	3,208,605	$	654,000


	December 31, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (1)		Unused Portion (2)		Maturity Date
SPV I facility	$	550,000	$	503,000	$	496,667	$	47,000	4/8/2029
SPV II facility		595,000		537,000		531,322		58,000	8/15/2028
Collateralized loan obligations		390,000		390,000		386,697		—	10/15/2035
Revolving credit facility		450,000		150,000		144,890		300,000	11/19/2029
Loan repurchase obligations		52,043		52,043		52,043		—	2/21/2025
Series A Notes		69,000		69,000		68,128		—	8/7/2027
Series B Notes		75,000		75,000		74,052		—	8/7/2027
Series C Notes		116,000		116,000		114,444		—	8/7/2029
Series D Notes		75,000		75,000		73,994		—	8/7/2029
Series E Notes		50,000		50,000		49,356		—	5/20/2028
Series F Notes		165,000		165,000		161,978		—	5/20/2030
Series G Notes		50,000		50,000		49,344		—	5/20/2030
Total	$	2,637,043	$	2,232,043	$	2,202,915	$	405,000

(1)

Carrying value is equal to outstanding principal amount net of unamortized financing costs, amortized original issue discount, and the fair value of any interest rate swap designated as a fair value hedge.

(2)

The unused portion is the amount upon which commitment fees are based, if any.

The components of interest expense for the years ended December 31, 2025, 2024 and 2023 were as follows:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Stated interest expense	$	187,553		$	141,050		$	62,243
Unused/undrawn fees		1,008			711			624
Administration fees		1,434			1,392			1,222
Interest rate swap		2,875			—			—
Accretion of original issue discount		807			—			—
Amortization of deferred financing costs		7,418			4,650			2,117
Total interest expense	$	201,095		$	147,803		$	66,206
Average borrowings	$	2,776,963		$	1,774,784		$	804,401

Weighted average interest rate (1)		6.97	%		8.07	%		7.97	%
Amortization of financing costs		0.27	%		0.26	%		0.26	%
Total borrowing costs		7.24	%		8.33	%		8.23	%

(1)

Calculated as the amount of the sum of stated interest expense, unused/undrawn fees, and administration fees all divided by the average borrowings during the reporting period. This number represents an annualized amount.

Description of the Company's Credit Facilities

SPV I Facility

On December 21, 2021, SPV I, the Company’s wholly-owned subsidiary, entered into a senior secured revolving credit facility with Deutsche Bank AG, New York Branch (“DB”), which was subsequently amended on November 21, 2022 and December 16, 2022 (the “SPV I Facility”). DB serves as facility agent, U.S. Bank National Association, serves as collateral agent and collateral custodian and the Company serves as servicer under the SPV I Facility.

As of the amendment on November 21, 2022 advances under the SPV I Facility bear interest at a per annum rate equal to the three-month SOFR in effect, plus the applicable margin of 2.41% per annum, inclusive of a credit spread adjustment (“CSA”) of 0.26%, with a SOFR floor of 0.25%. SPV I pays a commitment fee of 0.25% per annum (or 0.50% per annum if borrowings are less than 75% of the commitment amount) on the average daily unused amount of the financing commitments until the third anniversary of the SPV I Facility. Additionally, SPV I pays DB an administrative agent fee of 0.25% of the total commitment amount for serving as facility agent.

Prior to the amendment on November 21, 2022, Advances under the SPV I Facility bore interest at a per annum rate equal to the three-month LIBOR in effect, plus the applicable margin of 2.15% per annum with a LIBOR floor of 0.25%. The commitment fee and the administrative agent fee were unchanged.

In connection with the amendment on December 16, 2022, the maximum commitment amount of the SPV I Facility increased from $400 million to $485 million. Subsequently, in connection with the amendment on April 8, 2024, the maximum commitment amount of the SPV I facility increased from $485 million to $550 million. Additionally, the period during which SPV I may make borrowings under the SPV I Facility was extended from December 31, 2024 to April 8, 2027, and the scheduled maturity date was extended from December 21, 2026 to April 8, 2029. Proceeds from borrowings under the SPV I Facility are used to fund portfolio investments by SPV I.

In connection with the October 30, 2025 amendment, advances under the SPV I facility bear interest at a per annum rate equal to the SOFR in effect, plus the applicable margin of 1.75% per annum. The period during which SPV I may make borrowings under the SPV I Facility was extended from April 8, 2027, to October 30, 2028. In addition, the scheduled maturity date of the SPV I Facility was extended from April 8, 2029, to October 30, 2030.

As of both December 31, 2025 and December 31, 2024, respectively, the Company was in compliance with all covenants associated with the SPV I Facility.

SPV II Facility

On August 15, 2023, SPV II, entered into a Loan and Security Agreement (together with the exhibits and schedules thereto, and as amended from time to time, the “Loan and Security Agreement”) with Citizens Bank, N.A. as lender and administrative agent, the Company as collateral manager, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (the “SPV II Facility”).

Advances under the SPV II Facility bore interest at a per annum rate equal to SOFR in effect, plus an applicable margin of 2.75% per annum with a SOFR floor of 0.00%. SPV II pays a commitment fee of 0.25% per annum (or 0.50% per annum if borrowings are less than 75% of the commitment amount) on the average daily unused amount of the financing commitments until the third anniversary of the SPV II Facility.

In connection with the September 8, 2023 amendment, the maximum commitment amount of the SPV II Facility increased from $370 million to $445 million. Subsequently, in connection with the March 21, 2024, April 18, 2024, and November 26, 2025 amendments, the maximum commitment amount of the SPV II Facility increased from $445 million, to $495 million, $595 million, and $795 million, respectively. Proceeds from borrowings under the SPV II Facility may be used to fund portfolio investments by SPV II. Prior to the September 18, 2025 amendment, the period during which SPV II could make borrowings under the SPV II Facility was scheduled to expire on August 15, 2026, and the SPV II Facility was scheduled to mature on August 15, 2028.

In connection with the September 18, 2025 amendment, Advances under the SPV II facility bear interest at a per annum rate equal to the SOFR in effect, plus the applicable margin of 1.95% per annum. The period during which SPV II may make borrowings under the SPV II Facility was extended from August 15, 2026, to September 18, 2028. In addition, the scheduled maturity date of the SPV II Facility was extended from August 15, 2028, to September 18, 2030.

As of both December 31, 2025 and December 31, 2024, respectively, the Company was in compliance with all covenants associated with the SPV II Facility.

Subscription Facility

On December 21, 2021, the Company entered into a senior secured revolving credit facility with Bank of America, N.A. (“BAML”) (as amended from time to time, the “Subscription Facility”). BAML serves as administrative agent and lender under the Subscription Facility.

The Subscription Facility provided for secured borrowings of up to $200 million. The maximum principal amount was subject to availability under the Subscription Facility, which was based on certain of the Company’s unfunded investor equity capital commitments, and restrictions imposed on borrowings under the 1940 Act. The Subscription Facility provided for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $40 million. Proceeds from the borrowings under the Subscription Facility were used for general corporate purposes of the Company and its subsidiaries in the ordinary course of business. The Subscription Facility’s maturity date was extended from December 21, 2023 to December 18, 2024 in connection with the December 21, 2023 amendment.

As of the amendment on December 21, 2023 advances under the Subscription Facility bore interest at a per annum rate equal to the one-month SOFR in effect, plus the applicable margin of 2.50% per annum. The Company paid a commitment fee of 0.35% per annum on the average daily unused amount of the financing commitments.

Prior to the amendment on December 31, 2023, advances under the Subscription Facility bore interest at a per annum rate equal to the daily Bloomberg Short-Term Bank Yield Index (“BSBY”) rate in effect, plus the applicable margin of 2.00% per annum. The Company paid a commitment fee of 0.25% per annum on the average daily unused amount of the financing commitments.

The Subscription Facility was terminated effective December 18, 2024.

Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (the “Macquarie Transaction”).

In accordance with ASC Topic 860, Transfers and Servicing, these Macquarie Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by the Macquarie Transaction remains on the Company’s Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to Macquarie (the “Repurchase Obligation”). The Repurchase Obligation is secured by the respective investment that is the subject of the repurchase agreement.

As of December 31, 2025, the Company had no outstanding Repurchase Obligations.

As of December 31, 2024, the Company had outstanding Repurchase Obligations of $52.0 million associated with repurchase agreements that were entered into on November 25. Such Repurchase Obligations are collateralized by a portion of the Company’s term loan holdings in Parfums Holdings Co. Interest under these Repurchase Obligations is calculated at the inception of each repurchase agreement, as the 3 month SOFR rate in effect, plus the applicable margin of 3.50%. As of December 31, 2024, the remaining contractual maturity of the sole repurchase agreement was 54 days.

2023 Debt Securitization

On November 15, 2023 (the “Closing Date”), the Company completed an approximate $600 million term debt securitization (the “2023 Debt Securitization”). Term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by the Company.

The notes offered in the 2023 Debt Securitization (the “Notes”) were issued by MSD BDC CLO I, LLC (the “Issuer”), a wholly-owned, consolidated subsidiary of the Company pursuant to an Indenture, dated the Closing Date, between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”). The 2023 Notes consist of $336 million of Class A Notes, which bear interest at a rate per annum equal to SOFR in effect, plus an applicable margin of 2.70%; $54 million of Class B Notes, which bear interest at SOFR plus an applicable margin of 3.65%; $36 million of Class C Notes, which bear interest at SOFR plus an applicable margin of 4.00%; and approximately $163.6 million of Preferred Shares, which do not bear interest. The Company directly retained all of the Class C Notes and all of the Preferred Shares of the 2023 Debt Securitization at par in exchange for the Company’s sale and contribution to the Issuer of the initial closing date portfolio. Both the Class C Notes and Preferred Shares are eliminated in consolidation.

The Notes are backed by a diversified portfolio of senior secured and second lien loans (the “Collateral Obligations”). The initial portfolio will consist of Collateral Obligations acquired by the Issuer on the Closing Date from the Company pursuant to a Master Transfer Agreement, dated as of the Closing Date, among the Company, as seller, and the Issuer, as purchaser (the "Master Transfer Agreement"). Certain of the Collateral Obligations transferred to the Issuer pursuant to the Master Transfer Agreement were acquired by the Company from SPV I pursuant to the Master Participation Agreement, dated as of the Closing Date, among the Company, as purchaser and the SPV I Facility, as seller. The Notes mature on October 15, 2035.

The Notes are the secured obligation of the Issuer. The Notes have not been, and will not be, registered under the 1933 Act, or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or applicable exemption from registration.

The Adviser serves as collateral manager to the Issuer under a collateral management agreement (the “Collateral Management Agreement”). However, for so long as the Company holds any Preferred Shares the Collateral Management Fees, which, for the avoidance of doubt, shall include any Base Management Fee, Subordinated Management Fee, and Incentive Management Fee (as each such term is defined in the Collateral Management Agreement), shall be $0.

Unsecured Notes

On August 7, 2024, the Company issued and sold $69 million in aggregate principal amount of 7.00% Series A Senior Notes due 2027 (the “Series A Notes”), $75 million in aggregate principal amount of Series B Floating Rate Senior Notes due 2027, which bear interest at SOFR plus an applicable margin of 3.05%, (the “Series B Notes”), $116 million in aggregate principal amount of 7.11% Series C Senior Notes due 2029 (the “Series C Notes”), and $75 million in aggregate principal amount of Series D Floating Rate Senior Notes due 2029, which bear interest at SOFR plus an applicable margin of 3.35% (the “Series D Notes” and, together with the Series A Notes, the Series B Notes, and the Series C Notes, the “Initial Notes”) to certain investors in an offering exempt from registration under the 1933 Act. The Initial Notes were issued and sold pursuant to a Note Purchase Agreement, dated August 7, 2024, by and among the Company and the purchasers named therein (the “Note Purchase Agreement”).

Interest on the Series A Notes and the Series C Notes shall be payable semi-annually on February 7 and August 7, and interest on the Series B Notes and Series D Notes shall be payable quarterly on February 7, May 7, August 7, and November 7. The Series A Notes and the Series B Notes shall be redeemable in whole or in part at the option of the Company at any time or from time to time prior to August 7, 2027, at a redemption price of 100% of the outstanding principal amount of the Initial Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon and the Make-Whole Amount (as defined in the Note Purchase Agreement), and thereafter at par, upon not less than 10 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The Series C Notes and the Series D Notes shall be redeemable in whole or in part at the option of the Company at any time or from time to time prior to August 7, 2029, at a redemption price of 100% of the outstanding principal amount of the Initial Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon and the Make-Whole Amount (as defined in the Note Purchase Agreement), and thereafter at par, upon not less than 10 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

On November 20, 2024, the Company issued and sold $50,000,000 in aggregate principal amount of Series E Floating Rate Senior Notes due May 2028, which bear interest at SOFR plus an applicable margin of 3.00%, (the “Series E Notes”), $165,000,000 in aggregate principal amount of 7.11% Series F Senior Notes due May 2030 (the “Series F Notes”), and $50,000,000 in aggregate principal amount of Series G Floating Rate Senior Notes due May 2030, which bear interest at SOFR plus an applicable margin of 3.35%, (the “Series G Notes”, and, together with the Initial Notes, the Series E Notes, and the Series F Notes, the “Notes”) to certain investors in an offering exempt from registration under the Securities Act of 1933, as amended. The Notes were issued and sold pursuant to a Note Purchase Agreement, dated November 20, 2024, by and among the Company and the purchasers named therein (the “Note Purchase Agreement II”).

Interest on the Series F Notes shall be payable semi-annually on February 7 and August 7, and interest on the Series E Notes and Series G Notes shall be payable quarterly on February 7, May 7, August 7, and November 7. The Series E Notes shall be redeemable in whole or in part at the option of the Company at any time or from time to time prior to May 20, 2028, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon and the Make-Whole Amount (as defined in the Note Purchase Agreement II), and thereafter at par, upon not less than 10 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The Series F Notes and the Series G Notes shall be redeemable in whole or in part at the option of the Company at any time or from time to time prior to May 20, 2030, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon and the Make-Whole Amount (as defined in the Note Purchase Agreement II), and thereafter at par, upon not less than 10 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

In connection with the offering of the Series F Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which predominately consists of floating rate loans. The notional amount of the interest rate swap was $165 million maturing on May 20, 2030, which aligns with the Series F Notes. The Company shall receive fixed rate interest semi-annually at 7.11%, and pay variable rate interest semi-annually based on 3-month SOFR plus 3.117%. The Company made $0.3 and $0.6 million in net periodic payments for the three and nine months ended September 30, 2025.

The Note Purchase Agreement II contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as: (i) information reporting, (ii) maintenance of the Company’s status as a BDC within the meaning of the Investment Company Act of 1940, as amended, (iii) a minimum consolidated net worth of $1,130,000,000, (iv) a minimum asset coverage ratio of 1.50 to 1.00, and (v) maintenance of a Debt Rating (as defined in the Note Purchase Agreement II) for each series of Notes from an acceptable rating agency.

The Note Purchase Agreement II also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

On April 2, 2025, the Company and U.S. Bank Trust Company, National Association (the “Trustee”), entered into an Indenture, dated April 2, 2025, between the Company and the Trustee (the “Base Indenture”) and a First Supplemental Indenture, dated April 2, 2025, between the Company and the Trustee (the “First Supplemental Indenture”). The First Supplemental Indenture relates to the Company’s issuance, offer and sale of $500,000,000 aggregate principal amount of its 6.250% notes due 2030 (the “2030 Notes”).

The 2030 Notes will mature on May 31, 2030, and may be redeemed in whole or in part at the Company’s option at any time at the redemption price set forth in the First Supplemental Indenture. The 2030 Notes bear interest at a rate of 6.250% per year payable semiannually on May 31 and November 30 of each year. The 2030 Notes are direct unsecured obligations of the Company.

In connection with the offering of the 2030 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which predominately consists of floating rate loans. The notional amount of the interest rate swap was $500,000,000 maturing on May 31, 2030, which aligns with the maturity date of the 2030 Notes. The Company shall receive fixed rate interest semi-annually at 6.250% and pay variable rate interest semi-annually based on 3-month SOFR plus 2.4115%.

On December 5, 2025, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Base Indenture. The Second Supplemental Indenture relates to the Company’s issuance, offer and sale of $400,000,000 aggregate principal amount of its 6.125% notes due 2031 (the “2031 Notes”).

The 2031 Notes will mature on February 5, 2031, and may be redeemed in whole or in part at the Company’s option at any time at the redemption price set forth in the Second Supplemental Indenture. The 2031 Notes bear interest at a rate of 6.125% per year payable semiannually on February 5 and August 5 of each year, commencing on August 5, 2026. The 2031 Notes are direct unsecured obligations of the Company.

In connection with the offering of the 2031 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which predominately consists of floating rate loans. The notional amount of the interest rate swap was $400,000,000 maturing on February 5, 2031, which aligns with the maturity date of the 2031 Notes. The Company shall receive fixed rate interest semi-annually at 6.125% and pay variable rate interest semi-annually based on 3-month SOFR plus 2.715%.

Revolving Credit Facility

On December 20, 2024, the Company entered into a Senior Secured Credit Agreement (together with the exhibits and schedules thereto, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Revolving Credit Facility”).

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to the SOFR in effect, plus an applicable margin of 1.75% per annum if the Borrowing Base (as defined in the Credit Agreement) is greater than or equal to 1.6x the Combined Debt Amount (as defined in the Credit Agreement), or SOFR plus an applicable margin of 1.875% per annum if the Borrowing Base is less than 1.6x the Combined Debt Amount. There is an additional 0.1% credit spread adjustment regardless of the Combined Debt Amount. The Company will also pay a commitment fee of 0.375% per annum on the daily unused amount of the financing commitments until the fourth anniversary of the Revolving Credit Facility. The maximum commitment amount of the Revolving Credit Facility was initially $450 million. Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by the Company. The period during which the Company may make borrowings under the Revolving Credit Facility expires on December 20, 2028, and the Revolving Credit Facility is scheduled to mature on November 19, 2029. The accordion feature in the Revolving Credit Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum of $675.0 million.

On August 28, 2025, the Company entered into that certain Commitment Increase Agreement with Royal Bank of Canada, Deutsche Bank AG, New York Branch, and U.S. Bank National Association, as the assuming lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, pursuant to which, through the accordion feature in the Credit Agreement, the aggregate commitments under the Revolving Credit Facility increased from $450.0 million to $595.0 million.

On September 25, 2025, the Company entered into that certain Commitment Increase Agreement with Royal Bank of Canada, Deutsche Bank AG, New York Branch, and U.S. Bank National Association, as the assuming lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, pursuant to which, through the accordion feature in the Credit Agreement, the aggregate commitments under the Revolving Credit Facility increased from $595.0 million to $670.0 million.

Note 8. Commitments and Contingencies

Portfolio Company Commitments

The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. As of December 31, 2025 and December 31, 2024, the Company’s unfunded commitments consisted of the following:


December 31, 2025
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
7Ridge Investments	Delayed Draw	7/7/2026	$	11,119	$	35
Agrofresh	Revolver	3/31/2029		5,581		(67	)
Azurite Intermediate Holdings, Inc.	Revolver	3/19/2031		9,500		(106	)
AmerSpirit FL LLC	Delayed Draw	8/15/2027		24,204		(336	)
AVSC Holding Corporation	Revolver	12/5/2029		6,283		(99	)
Best Trash LLC	Delayed Draw	10/10/2026		25,000		(115	)
Best Trash LLC	Revolver	7/10/2031		6,060		(58	)
Boasso Global	Revolver	7/1/2026		5,729		(132	)
Brown & Root	Revolver	10/3/2030		20,060		(286	)
Cadogan Tate	Delayed Draw	10/31/2026		54,091		(274	)
Cadogan Tate	Revolver	10/31/2031		12,500		(157	)
Carevet LLC	Delayed Draw	6/18/2026		8,201		(47	)
Carevet LLC	Delayed Draw	6/18/2026		12,078		173
Carevet LLC	Revolver	6/18/2029		6,600		(46	)
Clubcorp Holdings Inc.	Delayed Draw	7/10/2027		9,600		(62	)
Clubcorp Holdings Inc.	Revolver	7/10/2031		16,000		(221	)
Confluent Holdings LLC	Delayed Draw	7/2/2026		9,915		39
Red Fox CD Acquisition Corp.	Delayed Draw	11/21/2026		30,940		(540	)
CoreWeave Compute Acquisition Co., IV, LLC	Delayed Draw	3/31/2026		10,168		8
Disa Holdings Corp.	Delayed Draw	3/1/2026		354		(1	)
Disa Holdings Corp.	Revolver	9/9/2028		3,055		(28	)
Elessent Clean Technologies Inc.	Revolver	11/15/2029		13,158		(204	)
FEG, Inc.	Revolver	5/10/2030		15,000		(219	)
Foundation Risk Partners	Delayed Draw	2/26/2027		4,872		(9	)
Foundation Risk Partners	Revolver	10/29/2029		4,003		-
Four Winds Interactive LLC	Delayed Draw	2/20/2027		2,903		(19	)
Four Winds Interactive LLC	Revolver	2/20/2030		1,935		(32	)
Frontgrade Technologies Inc.	Revolver	1/9/2028		7,024		-
Fullsteam	Delayed Draw	8/8/2027		8,077		(25	)
Fullsteam	Revolver	8/8/2031		2,692		(25	)
Great Day Improvements LLC	Revolver	6/13/2030		11,200		(167	)
Healthco Investment LTD	Delayed Draw	2/19/2029		6,738		(61	)
Highgate Hotels, L.P.	Revolver	11/3/2029		12,500		(245	)
Highgate Hotels, L.P.	Delayed Draw	12/9/2027		25,000		(240	)
Hotel Equities Group, LLC	Revolver	1/22/2029		7,100		(87	)
Inframark	Delayed Draw	7/31/2026		1,234		4
Inspired Pet Nutrition	Delayed Draw	9/1/2028		4,044		(26	)
K1 Speed Inc.	Delayed Draw	1/2/2026		2,429		(35	)
Learnosity	Revolver	1/15/2031		7,500		(79	)
Legends Hospitality	Delayed Draw	8/22/2026		638		(4	)
Legends Hospitality	Revolver	8/22/2030		5,063		(79	)
Ligado Networks LLC	Delayed Draw	12/31/2026		1,726		(337	)
Maxar Technologies Inc.	Revolver	5/3/2029		5,316		-
Natural Partners, Inc.	Revolver	3/15/2028		6,563		(58	)
Parfums Holding Co Inc	Revolver	6/27/2029		6,000		(42	)
PetVet Care Centers	Revolver	11/15/2029		6,283		(543	)


December 31, 2025
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
Pharmalogic Holdings Corp	Delayed Draw	6/21/2026		20,202		(75	)
RPX Corporation	Revolver	8/2/2030		6,122		(61	)
S.A.F.E. Management	Delayed Draw	11/24/2028		12,000		2
S.A.F.E. Management	Delayed Draw	2/24/2026		20,320		3
S.A.F.E. Management	Delayed Draw	5/24/2027		13,000		2
S.A.F.E. Management	Revolver	11/24/2031		2,383		(23	)
S.A.F.E. Management	Capital Commitment	11/24/2031		1,522		-
Sandlot Baseball Borrower Co.	Delayed Draw	6/5/2026		21,933		35
Sandlot Baseball Borrower Co.	Revolver	12/27/2028		10,000		-
Sky Merger Sub, LLC	Delayed Draw	5/28/2026		12,500		99
Sky Merger Sub, LLC	Revolver	5/28/2029		25,000		(426	)
Solvias AG	Revolver	2/27/2030		22,711		(472	)
Spartan College LLC	Delayed Draw	9/25/2026		10,070		38
St. Croix	Revolver	10/24/2032		8,573		(83	)
SurveyMonkey Global Inc.	Revolver	5/31/2029		13,440		(94	)
Systems Planning and Analysis, Inc.	Delayed Draw	6/6/2027		4,712		(11	)
Systems Planning and Analysis, Inc.	Revolver	8/16/2027		3,669		(27	)
Townsend	Revolver	8/1/2030		2,500		(54	)
Trillium FlowControl	Delayed Draw	6/20/2026		3,667		(16	)
Trillium FlowControl	Revolver	12/20/2029		3,000		(18	)
USA Debusk LLC	Delayed Draw	4/30/2026		5,115		(10	)
USA Debusk LLC	Revolver	4/30/2030		1,183		(11	)
Total Unfunded Commitments			$	679,658	$	(6,054	)


December 31, 2024
Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
ALF Finance	Delayed Draw	12/10/2029	$	29,000	$	3
Azurite Intermediate Holdings, Inc.	Revolver	3/19/2031		9,500		(127	)
AVSC Holding Corporation	Revolver	12/5/2029		6,283		(124	)
Best Trash LLC	Delayed Draw	7/10/2031		16,250		(88	)
Best Trash LLC	Revolver	7/10/2031		6,060		(71	)
Boasso Global	Delayed Draw	7/1/2028		1,175		15
Boasso Global	Delayed Draw	7/1/2028		4,038		12
Boasso Global	Revolver	7/1/2026		6,250		(11	)
Cadogan Tate	Delayed Draw	10/31/2031		59,500		(425	)
Cadogan Tate	Revolver	10/31/2031		18,700		(274	)
Carevet LLC	Delayed Draw	6/18/2029		19,800		(354	)
Carevet LLC	Delayed Draw	6/18/2029		33,000		71
Carevet LLC	Revolver	6/18/2029		6,600		(59	)
Confluent Holdings LLC	Delayed Draw	3/28/2029		4,318		20
CoreWeave Compute Acquisition Co., IV, LLC	Delayed Draw	8/29/2029		26,094		15
DFS Holding Company	Delayed Draw	1/31/2029		3,000		(17	)
Disa Holdings Corp.	Revolver	9/9/2028		4,166		(51	)
Disa Holdings Corp.	Delayed Draw	9/9/2028		11,063		(53	)
Elessent Clean Technologies Inc.	Revolver	11/15/2029		13,158		(257	)
Faraday Buyer, LLC	Delayed Draw	10/10/2028		3,514		(19	)
FEG, Inc.	Revolver	5/10/2030		15,000		(268	)
Foundation Risk Partners	Delayed Draw	10/29/2030		4,898		13
Foundation Risk Partners	Revolver	10/29/2029		1,589		(4	)
Foundation Risk Partners	Revolver	10/29/2029		3,748		(8	)
Frontgrade Technologies Inc.	Revolver	1/9/2028		8,263		—
Great Day Improvements LLC	Revolver	6/13/2030		14,000		(254	)
Highgate Hotels, L.P.	Revolver	11/3/2029		12,500		—
Hotel Equities Group, LLC	Revolver	1/22/2029		10,000		(162	)
Inframark	Delayed Draw	7/31/2031		3,364		(15	)
K1 Speed Inc.	Delayed Draw	1/2/2029		3,643		(70	)
Legends Hospitality	Delayed Draw	8/22/2031		3,750		(34	)
Legends Hospitality	Revolver	8/22/2031		6,750		(128	)
Maxar Technologies Inc.	Revolver	5/3/2029		8,417		-
Natural Partners, Inc.	Revolver	11/29/2027		6,563		(122	)
Neptune Platform Buyer, LLC	Delayed Draw	1/19/2031		1,544		(8	)
Parfums Holding Co Inc	Revolver	6/27/2029		6,000		(54	)
PetVet Care Centers	Delayed Draw	11/15/2030		6,981		61
PetVet Care Centers	Revolver	11/15/2029		6,981		(66	)
Pharmalogic Holdings Corp	Delayed Draw	6/21/2030		25,253		(156	)
Red Fox CD Acquisition Corp.	Delayed Draw	3/4/2030		7,364		(127	)
RPX Corporation	Revolver	8/2/2030		6,122		(85	)
Sandlot Baseball Borrower Co.	Delayed Draw	12/27/2028		13,800		56
Sky Merger Sub, LLC	Delayed Draw	5/28/2029		12,500		37
Sky Merger Sub, LLC	Revolver	5/28/2029		25,000		(551	)
SurveyMonkey Global Inc.	Revolver	5/31/2029		13,440		(120	)
Systems Planning and Analysis, Inc.	Delayed Draw	8/16/2027		42,286		(59	)
Systems Planning and Analysis, Inc.	Revolver	8/16/2027		5,827		(52	)
TIC Bidco LTD	Delayed Draw	6/16/2031		1,577		(9	)
Townsend	Revolver	8/1/2029		2,500		(69	)
Trillium FlowControl	Delayed Draw	12/20/2029		3,667		(27	)
Trillium FlowControl	Revolver	12/20/2029		3,000		(22	)
USA Debusk LLC	Delayed Draw	4/30/2031		5,420		(33	)
USA Debusk LLC	Revolver	4/30/2030		1,603		(21	)
Total Unfunded Commitments			$	574,819	$	(4,151	)

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At both December 31, 2025 and December 31, 2024, management was not aware of any pending or threatened material litigation.

Note 9. Net Assets

Subscriptions and Drawdowns

The Company has the authority to issue up to 200,000,000 shares of stock, which are classified as common stock, par value $0.001 per share. The Company previously issued 250 shares of preferred stock, par value $0.001 per share, which were previously designated the “12.0% Series A Cumulative Non-Voting Preferred Stock”. All preferred shares were redeemed effective December 15, 2025. Through its Private Offerings the Company will from time to time enter into subscription agreements (the “Subscription Agreements”) with investors. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s Shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice. As of December 31, 2025, the Company had received Capital Commitments totaling approximately $3.5 billion ($589.4 million remaining undrawn).

The following table summarizes the total shares issued and proceeds received related to the Company’s capital drawdowns delivered pursuant to the Subscription Agreements as of December 31, 2025:


Share Issuance Date	Number of Shares Issued		Aggregate Offering Proceeds
December 21, 2021		12,000,000	$	299,988
June 23, 2022		2,509,410	$	60,000
September 21, 2022		2,787,307	$	65,000
December 29, 2022		2,991,256	$	65,000
March 8, 2023		2,601,909	$	60,000
April 21, 2023		4,446,421	$	100,000
August 8, 2023		3,225,807	$	75,000
December 29, 2023		4,310,345	$	100,000
March 27, 2024		9,449,812	$	225,000
June 5, 2024		16,366,612	$	400,000
July 10, 2024		4,163,197	$	100,000
September 27, 2024		14,553,015	$	350,000
October 31, 2024		10,300,783	$	250,000
September 4, 2025		12,437,811	$	300,000
October 24, 2025		8,371,704	$	200,000
November 7, 2025		12,494,793	$	300,000
Total		123,010,182	$	2,949,988

Distributions

The Company declared the following distributions for the years ended December 31, 2025 and December 31, 2024:


Date Declared	Record Date	Payment Date	Regular Distribution		Special Distribution		Per Share Amount		Total Amount
For Calendar Year 2025
March 4, 2025	March 13, 2025	March 27, 2025	$	0.65	$	—	$	0.65	$	65,397
May 12, 2025	June 13, 2025	June 27, 2025	$	0.65	$	0.02	$	0.67	$	68,452
August 11, 2025	September 12, 2025	September 26, 2025	$	0.65	$	—	$	0.65	$	75,553
December 16, 2025	December 16, 2025	December 29, 2025	$	0.57	$	—	$	0.57	$	78,465
							$	2.54	$	287,867
For Calendar Year 2024
March 6, 2024	March 15, 2024	March 28, 2024	$	0.65	$	—	$	0.65	$	26,182
May 8, 2024	June 14, 2024	June 27, 2024	$	0.65	$	0.08	$	0.73	$	48,879
August 12, 2024	September 13, 2024	September 27, 2024	$	0.65	$	0.02	$	0.67	$	48,486
November 4, 2024	December 13, 2024	December 27, 2024	$	0.65	$	0.02	$	0.67	$	65,929
December 20, 2024	December 20, 2024	December 27, 2024	$	—	$	0.28	$	0.28	$	27,552
							$	3.00	$	217,028

Dividend Reinvestment

The Company has adopted a dividend reinvestment plan (“DRP”), pursuant to which it reinvests all cash dividends declared by the Board on behalf of its Shareholders who elected not to receive their dividends in cash. Shareholders who have opted into the Company’s DRP will have their cash distributions automatically reinvested in additional Shares as described below, rather than receiving the cash dividend or other distribution. A participating Shareholder will receive an amount of Shares equal to the amount of the distribution on that participant’s Shares divided by the most recent net asset value (“NAV”) per Share that is available on the date such distribution was paid. Shareholders who receive distributions in the form of Shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those Shareholders will not receive cash with which to pay any applicable taxes. The Company intends to use newly issued Shares to implement the plan. Shares issued under the DRP will not reduce outstanding Capital Commitments.

The following table summarizes the DRP Shares issued to shareholders who have “opted in” to the DRP as of December 31, 2025 and the value of such Shares as of the payment dates:


Payment Date	DRP Shares Issued		DRP Shares Value
April 15, 2022		286,055	$	7,200
July 15, 2022		373,593	$	9,321
October 17, 2022		377,076	$	8,646
December 30, 2022		801,437	$	18,056
April 17, 2023		637,800	$	13,892
June 28, 2023		754,571	$	16,789
September 28, 2023		828,460	$	18,945
December 28, 2023		1,347,765	$	31,456
March 28, 2024		861,529	$	20,039
June 27, 2024		1,246,983	$	29,653
September 27, 2024		1,179,974	$	28,260
December 27, 2024		2,210,389	$	53,204
March 27, 2025		1,555,293	$	37,125
June 27, 2025		1,630,752	$	38,877
September 26, 2025		555,901	$	13,158
December 29, 2025		586,516	$	13,900
		15,234,094	$	358,521

Note 10. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per Share during the years ended December 31, 2025, 2024 and 2023:


	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Net increase in net assets resulting from operations	$	262,059	$	225,308	$	135,676
Weighted average shares outstanding		110,291,031		66,018,618		29,738,420
Earnings per share	$	2.38	$	3.41	$	4.56

Note 11. Taxable/Distributable Income

The tax character of distributions for the years ended December 31, 2025, 2024 and 2023 were as follows:


	December 31, 2025		December 31, 2024		December 31, 2023
Ordinary income (including net short-term capital gains)	$	254,641	$	203,192	$	94,428
Capital gains		23,369		13,926		2,342
Return of capital		9,943		—		—
Total taxable distributions	$	287,953	$	217,118	$	96,770

The components of Accumulated Earnings (Losses) on a tax basis for the years ended December 31, 2025, 2024 and 2023 were as follows:


	December 31, 2025			December 31, 2024			December 31, 2023
Undistributed ordinary income - net	$	—		$	10,941		$	—
Undistributed long-term capital gains		—			2,336			—
Total undistributed earnings		—			13,277			—
Capital loss carryforward		—			—			—
Unrealized earnings (losses) - net		(25,535	)		(3,452	)		(13,859	)
Timing differences		2,363			(3,880	)		(1,484	)
Total accumulated earnings (losses) - net	$	(23,172	)	$	(7,332	)	$	(15,343	)

For the years ended December 31, 2025, 2024 and 2023 the Company made the following reclassifications of permanent book to tax basis differences:


	December 31, 2025			December 31, 2024			December 31, 2023
Paid-in capital in excess of par value	$	(111	)	$	179		$	773
Net distributable earnings (accumulated losses)	$	111		$	(179	)	$	(773	)

The following table reconciles net decrease in net assets resulting from operations to total taxable income and gains available for distributions for the years ended December 31, 2025, 2024 and 2023:


	December 31, 2025			December 31, 2024			December 31, 2023
Net increase (decrease) in net assets resulting from operations	$	262,059		$	225,308		$	135,676
Net change in unrealized appreciation (depreciation)		20,390			(16,107	)		(37,095	)
Unearned performance-based incentive fee on unrealized gains		(972	)		5,359			—
Basis adjustment for corporate conversion		84			(256	)		(795	)
Post October loss deferral		12,096			(1,461	)		(1,043	)
Other book-tax differences		(28,918	)		17,552			27
Total taxable / distributable income	$	264,739		$	230,395		$	96,770

The Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes for the years ended December 31, 2025, 2024 and 2023 were as follows:


	December 31, 2025			December 31, 2024			December 31, 2023
Tax cost	$	6,396,023		$	4,542,474		$	2,209,358
Gross unrealized appreciation		46,209			19,858			19,035
Gross unrealized depreciation		(51,179	)		(33,268	)		(31,340	)
Investments at Fair Value	$	6,391,054		$	4,529,064		$	2,197,053

The difference between GAAP-basis tax basis unrealized gains (losses) on our investments is attributable primarily to tax basis significant modifications and a step-up in the cost basis of our investments that happened during the corporate conversion. The net tax unrealized appreciation (depreciation) on investments is $(5.0) million and $(13.4) million as of December 31, 2025 and December 31, 2024, respectively.

Tax Information

During the year ended December 31, 2025, the Company designated approximately 90.82% of its distributions from net investment income as interest related dividends pursuant to Section 871(k) of the Code.

During the year ended December 31, 2025, the Company designated 99.14% of the dividends paid from net investment company taxable income as Section 163(j) Interest Dividends.

Pursuant to Section 852 of the Internal Revenue Code, the Company designated $23.4 million, as capital gain dividends paid during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company designated $2.7 million as short-term capital gain dividends pursuant to Section 871(k) of the Internal Revenue Code.

During the year ended December 31, 2025, the Company designated approximately $9.9 million of distributions as return of capital for federal income tax purposes.

Note 12. Financial Highlights

The following are the financial highlights for the years ended December 31, 2025, 2024, 2023, 2022 and for the period ended December 31, 2021:


	Year Ended December 31, 2025			Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2022			Period Ended December 31, 2021 (1)
Per Share Data:
Net assets, beginning of period	$	23.87		$	23.26		$	21.78		$	25.17		$	—
Net investment income (2)		2.43			2.77			3.23			2.70			0.02
Net realized gain (loss) (2)		0.13			0.40			0.08			0.24			0.01
Net change in unrealized appreciation (depreciation) (3)		(0.18	)		0.45			1.28			(3.52	)		0.14
Net increase in net assets resulting from operations		2.38			3.62			4.59			(0.58	)		0.17
Distributions declared from distributable earnings (4)		(2.45	)		(3.00	)		(3.09	)		(2.88	)		—
Distributions from return of capital (4)		(0.09	)		—			—			—			—
Other (3)		—			—			—			—			25.00
Issuance of shares in connection with our DRP program		0.00			(0.01	)		(0.02	)		0.07			—
Total increase (decrease) in net assets		(0.16	)		0.61			1.48			(3.39	)		25.17
Net assets, end of period	$	23.71		$	23.87		$	23.26		$	21.78		$	25.17
Shares outstanding, end of period		138,244,276			100,611,506			40,279,212			22,126,135			12,000,000
Total return based on NAV (5)		10.39	%		16.16	%		22.10	%		(2.46	)%		0.68	%
Ratios:
Expenses to average net assets (6)		11.33	%		13.38	%		14.47	%		11.28	%		11.74	%
Net investment income to average net assets (6)		10.06	%		11.03	%		13.83	%		10.77	%		6.71	%
Portfolio turnover rate (7)		24.41	%		35.81	%		25.93	%		32.49	%		0.36	%
Supplemental Data:
Net assets, end of period	$	3,278,352		$	2,401,934		$	937,586		$	481,846		$	301,998
Total capital commitments, end of period	$	3,539,354		$	2,606,788		$	1,444,678		$	1,052,600		$	800,000
Ratios of total contributed capital to total committed capital, end of period		83.35	%		82.48	%		57.11	%		46.55	%		37.50	%
Average debt outstanding	$	2,776,963		$	1,774,784		$	804,401		$	482,333		$	410,000
Asset coverage ratio (8)		200.8	%		207.6	%		181.7	%		189.7	%		173.7	%

(1)

The Company was initially capitalized and commenced operations on December 21, 2021.

(2)

The per share data was derived by using the weighted average shares outstanding during the period.

(3)

The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(4)

The per share data was derived using the actual shares outstanding at the date of the relevant transaction (See Note 9. Net Assets).

(5)

Total return (not annualized) is calculated as the change in net assets per share during the period, plus distributions per share (assuming distributions are reinvested in accordance with the Company's distribution reinvestment plan), divided by the net assets per share at the beginning of the period.

(6)

Amounts are annualized except for non-recurring income and expenses (other income, organization and offering expenses and incentive fees on capital gains).

(7)

Portfolio turnover rate is calculated using the lesser of the year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the period reported.

(8)

In accordance with the 1940 Act, with certain, limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing.

Note 13. Subsequent Events

The Company’s management evaluated subsequent events through the date of March 25, 2026, the date that the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the three and twelve months ended December 31, 2025 other than those set forth below:

Subsequent to December 31, 2025, the Company invested in the senior secured loans of Kite UK BidCo Limited, True Talent Advisory Borrower, LLC, CargoTuff Buyer, LLC, and Tequilas Premium, Inc.

On March 9, 2026, the board of directors of the Company declared a regular distribution to common stockholders in the amount of $0.57 per share. The distributions will be payable on March 27, 2026 to common stockholders of record as of March 13, 2026.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures


Maryland		87-4195402
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

550 Madison Ave, 20th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)


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


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


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None


		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	31
Item 1C.	Cybersecurity	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	Reserved	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Consolidated Financial Statements and Supplementary Data:	42
	Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	42
	Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 2024	43
	Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023	44
	Consolidated Statements of Changes in Net Assets for the Years ended December 31, 2025, 2024, and 2023	45
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023	46
	Consolidated Schedules of Investments as of December 31, 2025 and 2024	47
	Notes to Consolidated Financial Statements	70
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	100
Item 9B.	Other Information	101
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	102
Item 11.	Executive Compensation	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
Item 13.	Certain Relationships and Related Transactions, and Director Independence	102
Item 14.	Principal Accountant Fees and Services	102
PART IV.
Item 15.	Exhibits and Consolidated Financial Statement Schedules	103
Item 16.	Form 10-K Summary	106
Signatures


Exhibit Number		Description of Exhibits
3.1		Articles of Incorporation effective as of January 1, 2022 (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
3.2		Amended and Restated By Laws (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form 10 (File No. 000-56375) filed on March 3, 2022)
3.3		Articles Supplementary for 12.0% Series A Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 4, 2023)
3.4		Articles of Amendment, dated November 6, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 6, 2024)
3.5		Articles of Amendment, dated November 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 16, 2025)
4.1		Description of Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on March 25, 2024)
4.2		Indenture, dated as of April 2, 2025, by and between MSD Investment Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 2, 2025)
4.3		First Supplemental Indenture, dated as of April 2, 2025, relating to the 6.250% Notes due 2030, between MSD Investment Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 2, 2025)
4.4		Form of 6.250% Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on April 2, 2025)
4.5		Registration Rights Agreement, dated as of April 2, 2025, relating to the 6.250% Notes due 2030 by and among J.P. Morgan Securities LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc. and TCBI Securities, Inc. doing business as Texas Capital Securities (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on April 2, 2025)
4.6		Second Supplemental Indenture, dated as of December 5, 2025, relating to the 6.125% Notes due 2031, between MSD Investment Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 5, 2025)
4.7		Form of 6.125% Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 5, 2025)
4.8		Registration Rights Agreement, dated as of December 5, 2025, relating to the 6.125% Notes due 2031 by and among MSD Investment Corp. and J.P. Morgan Securities LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on December 5, 2025)
10.1		Investment Advisory Agreement between the Company and the Adviser dated November 24, 2021 (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.2		Investment Advisory Agreement between the Company and the Adviser effective January 1, 2023 (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed March 23, 2023)
10.3		Administration Agreement Advisory Agreement between the Company and the Adviser dated November 24, 2021 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.4		Administration Agreement Advisory Agreement between the Company and the Adviser effective January 1, 2023 (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on March 23, 2023)
10.5		Distribution Reinvestment Plan (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.6		Custody Agreement between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.7		First Amendment to the Custody Agreement between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on March 23, 2023)
10.8		Transfer Agent Servicing Agreement between the Company and U.S. Bancorp Fund Services, LLC (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.9		Loan Financing and Servicing Agreement by and among MSD BDC SPV I, LLC as borrower, the Company as equity-holder and servicer, each of the lenders from time to time party thereto, Deutsche Bank AG, New York Branch as facility agent and U.S. Bank National Association as collateral agent and collateral custodian. (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.10		Amendment No.1 to the Loan Financing and Servicing Agreement by and among MSD BDC SPV I, LLC as borrower, the Company as equity-holder and servicer, each of the lenders from time to time party thereto, Deutsche Bank AG, New York Branch as facility agent and U.S. Bank National Association as collateral agent and collateral custodian (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed on March 23, 2023)
10.11		Amendment No. 2 to the Loan Financing and Servicing Agreement by and among MSD BDC SPV I, LLC as borrower, the Company as equity-holder and servicer, each of the lenders from time to time party thereto, Deutsche Bank AG, New York Branch as facility agent and U.S. Bank National Association as collateral agent and collateral custodian (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on March 23, 2023)


10.12		Revolving Credit Agreement by and among the Company as borrower, MSD Portfolio, L.P. - Investments as Guarantor and Bank of America, N.A. as the administrative agent, the sole lead arranger, the sole bookrunner, the structuring agent, the letter of credit issuer and a lender (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form 10 (File No. 000-56375) filed on February 8, 2022)
10.13		First Amendment to the Revolving Credit Agreement by and among the Company as borrower, MSD Portfolio, L.P. - Investments as Guarantor and Bank of America, N.A. as the administrative agent, the sole lead arranger, the sole bookrunner, the structuring agent, the letter of credit issuer and a lender (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed on March 25, 2024)
10.14		Loan and Security Agreement by and among MSD BDC SPV II, LLC as borrower, Citizens Bank, N.A. as lender and administrative agent, MSD Investment Corp. as collateral manager, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2023).
10.15		Amendment No. 1 to Loan and Security Agreement by and among MSD BDC SPV II, LLC as borrower, Citizens Bank, N.A. as lender and administrative agent, MSD Investment Corp. as collateral manager, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q filed on November 9, 2023).
10.16		Indenture, dated as of November 15, 2023, by and between MSD BDC CLO I, LLC and U.S. Bank Trust Company, National Association. (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on March 25, 2024)
10.17		Collateral Management Agreement, dated November 15, 2023, by and between MSD BDC CLO I, LLC and MSD Partners, L.P. (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on March 25, 2024)
10.18		Master Transfer Agreement, dated as of November 15, 2023, by and between MSD Investment Corp., as seller, and MSD BDC CLO I, LLC, as purchaser. (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed on March 25, 2024)
10.19		Amendment No. 2 to the Loan and Security Agreement by and among MSD BDC SPV II, LLC, as borrower, Citizens Bank, N.A. as a required lender, a lender, and administrative agent, MSD Investment Corp. as collateral manager, Everbank, N.A. as a lender, Texas Capital Bank as a lender, Western Alliance Bank as a lender, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (incorporated by reference to Exhibit 10.19 of the Quarterly Report on Form 10-Q filed on May 10, 2024)
10.20		Amendment No. 4 to the Loan Financing and Servicing Agreement by and among MSD BDC SPV I, LLC, as borrower, the several banks and other financial institutions or entities that are party thereto from time to time, as lenders, Deutsche Bank AG, New York Branch as facility agent, U.S. Bank Trust Company National Association as collateral agent and U.S. Bank National Association as collateral custodian (incorporated by reference to Exhibit 10.20 of the Quarterly Report on Form 10-Q filed on May 10, 2024)
10.21		Amendment No. 3 to the Loan and Security Agreement by and among MSD BDC SPV II, LLC, as borrower, Citizens Bank, N.A. as a required lender, a lender, and administrative agent, MSD Investment Corp. as collateral manager, Everbank, N.A. as a lender, Texas Capital Bank as a lender, Western Alliance Bank as a lender, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (incorporated by reference to Exhibit 10.21 of the Quarterly Report on Form 10-Q filed on May 10, 2024)
10.22		Note Purchase Agreement, dated August 7, 2024, by and between MSD Investment Corp. and the purchasers party thereto (incorporated by reference to Exhibit 10.22 of the Quarterly Report on Form 10-Q filed on August 14, 2024)
10.23		Note Purchase Agreement, dated November 20, 2024, by and between MSD Investment Corp. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 22, 2024)
10.24		Senior Secured Credit Agreement by and among MSD Investment Corp., as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 26, 2024)
10.25		Commitment Increase Agreement by and among MSD Investment Corp., as borrower, Royal Bank of Canada, Deutsche Bank AG, New York Branch, and U.S. Bank National Association, as the assuming lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 4, 2025)
10.26		Amendment No. 4 to the Loan and Servicing Agreement, dated September 18, 2025, by and among MSD Investment Corp., as collateral manager, MSD BDC SPV II, LLC, as borrower, Citizens Bank, N.A. as lender and administrative agent, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (incorporated by reference to Exhibit 10.26 of the Quarterly Report on Form 10-Q filed on November 14, 2025)
10.27		Commitment Increase Agreement by and among MSD Investment Corp., as borrower, BNP Paribas as the assuming lender, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2025)
10.28		Amendment No. 6 to the Loan Financing and Servicing Agreement by and among MSD BDC SPV I, LLC, as borrower, the several banks and other financial institutions or entities that are party thereto from time to time, as lenders, Deutsche Bank AG, New York Branch as facility agent, U.S. Bank Trust Company National Association as collateral agent and U.S. Bank National Association as collateral custodian (incorporated by reference to Exhibit 10.28 of the Quarterly Report on Form 10-Q filed on November 14, 2025)
10.29		Amendment No. 5 to the Loan and Security Agreement, dated as of November 26, 2025, by and among MSD BDC SPV II, LLC, as borrower, Citizens Bank, N.A. as a required lender, a lender, and administrative agent, MSD Investment Corp. as collateral manager, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian*
14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed on March 25, 2024)
21.1		Subsidiaries of the Registrant*
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
		Inline XBRL Taxonomy Extension Calculation Linkbase
		Inline XBRL Taxonomy Extension Definition Linkbase
		Inline XBRL Taxonomy Extension Label Linkbase
		Inline XBRL Taxonomy Extension Presentation Linkbase
		Cover page formatted as Inline XBRL and contained in Exhibit 101


		MSD Investment Corp.

Date:	March 25, 2026	/s/ Robert Platek
		Robert Platek
		Chief Executive Officer

Date:	March 25, 2026	/s/ Brian S. Williams
		Brian S. Williams
		Chief Financial Officer & Treasurer


Signature	Title	Date

/s/ Robert Platek		March 25, 2026
Robert Platek	Chief Executive Officer

/s/ Brian S. Williams		March 25, 2026
Brian S. Williams	Chief Financial Officer & Treasurer

/s/ James Chapman		March 25, 2026
James Chapman	Director

/s/ Louisa Rodriguez		March 25, 2026
Louisa Rodriguez	Director

/s/ Jessica Whitt		March 25, 2026
Jessica Whitt	Director