Significant Accounting Policies |
12 Months Ended |
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Dec. 31, 2025 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | 2. Significant Accounting Policies Basis of Accounting The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the period presented herein. The functional and reporting currency for the Company is the U.S. dollar. Beginning in 2025, all dollar amounts in these notes to the consolidated financial statements are presented in thousands, except per share amounts and where otherwise indicated. Prior period amounts have been recast to conform to the current presentation. Beginning in 2025, cash equivalents and restricted cash equivalents are presented in the same line item and cash and restricted cash are presented in the same line item on the consolidated statements of assets and liabilities and in the reconciliation to these statements in the consolidated statements of cash flows. Prior period amounts have been recast to conform to the current presentation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Basis of Consolidation As provided under ASC Topic 946 and Regulation S-X, the Company will generally not consolidate its investment in a company other than a wholly-owned or substantially wholly-owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company has consolidated the results of the Company’s direct and indirect wholly-owned subsidiaries, SPV Facility I LLC (“SPV Facility I”), StepStone Great Lakes SPV Facility II LLC (“SPV Facility II”), Stepstone SPV Facility III LLC (“SPV Facility III”), StepStone SPV Facility IV Intermediate Holdco LLC (“SPV Facility IV Intermediate Holdco”) , Stepstone SPV Facility IV LLC (“SPV Facility IV”), StepStone CLO 2024-I LLC (“2024-I Issuer”), StepStone CLO 2025-I LLC (“2025-I Issuer”), StepStone SPV Facility V LLC (“SPV Facility V”) and SCRED SPV VI LLC ("SCRED SPV VI"), all of which, other than SCRED SPV VI, are bankruptcy remote special purpose vehicles (“SPVs”) organized as Delaware limited liability companies. SCRED SPV VI was formed to facilitate specific transactions between itself, SPV III and underlying borrowers that are eliminated in consolidation. SPV Facility I, SPV Facility II, SPV Facility III, SPV Facility IV Intermediate Holdco, SPV Facility IV, SPV Facility V, 2024-I Issuer, and 2025-I Issuer were established to be utilized in connection with existing or future secured revolving credit facilities or other secured financing arrangements whereby creditors have a claim on the relevant SPV’s assets prior to those assets becoming available to the Company. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. Fair Value of Investments The Company applies fair value to its investments in securities of unaffiliated issuers in accordance with ASC Topic 820 - Fair Value Measurement (“ASC Topic 820”). In accordance with ASC Topic 820, fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. Fair Value Hierarchy ASC Topic 820 establishes a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability as of the reporting date. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three levels of valuation inputs under ASC Topic 820 are as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the measurement date. • Level 2 – Other significant observable inputs (including quoted prices for similar assets or liabilities, interest rates, prepayment speeds, credit risk, etc.). • Level 3 – Significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments at the reporting date). In accordance with ASC Topic 820, investments in private investment companies measured using net asset value (“NAV”) as a practical expedient are not categorized within the fair value hierarchy. In certain cases, the inputs used to measure fair value may fall into 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 observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. The fair values of loan investments based upon pricing data vendors or observable market price quotations are generally categorized as Level 2 but may be categorized as Level 3 when significant unobservable inputs are also used in measuring fair value. Loan investments priced primarily using internal models with significant unobservable inputs are categorized as Level 3. Direct Loans The Company’s direct loans primarily include secured debt (including first lien senior secured and second lien senior secured), but may also include unsecured debt (including senior unsecured and subordinated debt) and mezzanine loans, as well as broadly syndicated loans and club deals (generally investments made by a small group of investment firms). First lien senior secured debt has first claim to any underlying collateral of a loan, second lien senior secured debt is secured but subordinated in payment and/or lower in lien priority to first lien holders, and unitranche loans are secured loans that combine both senior and subordinated debt into one tranche of debt, generally in a first lien position. In connection with a direct loan, the Company may receive non-cash income features, including payment-in-kind (“PIK”) interest and original issue discount ("OID"). Collateralized Loan Obligations (“CLOs”) The Company may invest in CLOs. CLOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a special purpose vehicle to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches are entitled to receive regular installments of principal and interest, other tranches are entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only are entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating. CLOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs may be characterized by the Company as illiquid securities. An active dealer market may exist for CLOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Company to sell such securities. CLO Warehouses A CLO Warehouse is an entity organized for the purpose of holding syndicated bank loans, also known as leveraged loans, prior to the issuance of securities from that same vehicle. During the warehouse period, a CLO Warehouse will obtain bank financing and secure investments and build a portfolio of primarily leveraged loans and other debt obligations. The warehouse period terminates when the collateralized loan obligation vehicle issues various tranches of securities to the market. At this time, financing through the issuance of debt and equity securities is used to repay the bank financing. The fair value of a CLO Warehouse is determined by adding the excess spread (accrued interest plus interest received less financing costs) to the CLO Warehouse equity contribution made by the Company, discounted to present value, unless the Advisor determines that the securitization will not be achieved, in which case, the fair value of a CLO Warehouse will be established based on the fair value of the underlying bank loan positions which are valued in a manner consistent with the Advisor’s valuation policy and procedures. CLO warehouses can be exposed to credit events, mark to market changes, rating agency downgrades and financing cost changes. Changes in the fair value of a CLO Warehouse are reported in net change in unrealized appreciation (depreciation) from investments in securities of unaffiliated issuers in the consolidated statements of operations. Private Credit Funds Private credit funds are investment funds that primarily invest in or acquire non-marketable private credit investments. Investments in private credit funds are reported in the consolidated statements of assets and liabilities generally equal to the Company’s proportionate share of the net assets of the private credit funds, as represented by its reported capital account balance provided by the general partner or investment manager of the private credit funds. Private credit funds normally do not have readily available market prices and therefore will be fair valued according to the Valuation Procedures (as defined below) at each determination date. Ordinarily, the fair value of the Company’s investment in a private credit fund is based on the NAV of the investment reported by its investment manager (“Investment Manager”). If the Advisor determines that the most recent NAV reported by the Investment Manager does not represent fair value or if the Investment Manager fails to report a NAV to the Company, a fair value determination is made by the Advisor in accordance with the Valuation Procedures. In making that determination, the Advisor will consider whether it is appropriate, in light of all relevant circumstances, to value such investment at the NAV last reported by its Investment Manager, or whether to adjust such NAV to reflect a premium or discount (adjusted NAV). The NAVs or adjusted NAVs are net of management fees and performance/incentive fees (carried interest) payable by the private credit fund investees pursuant to their respective organizational documents. The value assigned to the investments in private credit funds is based on available information and does not necessarily represent amounts that might be realized, since such amounts depend on future circumstances and cannot reasonably be determined until the underlying investments are actually liquidated. In determining whether valuation adjustments are appropriate, factors assessed include but are not limited to, reviewing the private credit funds’ compliance with U.S. GAAP and valuation procedures in place, current performance and market conditions. The Advisor will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value the private credit funds at their capital account balance as reported, or adjust such value. Cost represents capital contributions made by the Company, less return of capital proceeds received from such private credit funds. As of December 31, 2025 and December 31, 2024, the Company had remaining unfunded commitments of $26,772 and $14,052 respectively, to private credit funds. The Advisor has, as a practical expedient, estimated fair value of the private credit funds within its scope using the NAV (or its equivalent) as of the reporting measurement date, as further discussed under “Fair Value Measurement.” The Advisor’s estimates of fair value may differ from the fair value that would have been used had a ready market price existed for the investments, and such differences could be material. Valuation Process and Oversight Investments are valued at fair value as determined in good faith by the Advisor, subject to the oversight of the Board, based on input from management and independent valuation firms that have been engaged to assist in the valuation of portfolio investments without readily available market quotations. This valuation process is conducted no less frequently than quarterly, at the end of each fiscal quarter. Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to Rule 2a-5 under the 1940 Act and ASC Topic 820. Pursuant to Rule 2a-5, the Board has designated the Advisor as the valuation designee for the Company to perform the fair value determinations relating to the value of the Company’s investments. The Advisor may carry out its designated responsibilities as valuation designee through various teams and committees. The Advisor’s valuation policies and procedures govern the Advisor’s selection and application of methodologies for determining and calculating the fair value of Company investments. The Board has approved the Advisor’s valuation procedures for the Company (the “Valuation Procedures”). The Board has ultimate oversight responsibility for pricing the securities held in the Company’s portfolio. Under the Valuation Procedures, the Advisor may value Company portfolio securities for which market quotations are not readily available and other Company assets utilizing inputs from pricing sources, quotation reporting systems, valuation agents and other third-party sources. Valuation Procedures For securities or investments that are quoted, traded or exchanged in an accessible, active market, the value of the asset is determined by multiplying the number of securities held by the quoted market price as of the measurement (or reporting) date. There is no liquidity or restriction discount regardless of ownership structure or the ability to control the sale of the asset. These securities are categorized as Level 1 of the fair value hierarchy. Short-term debt instruments (such as commercial paper) having a remaining maturity of 60 days or less may be valued at amortized cost, so long as the amortized cost value of such short-term debt instruments is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. These securities are categorized as Level 2 or Level 3 of the fair value hierarchy depending on the source of the base price. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant accretion or amortization to maturity, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. If a quoted market price is not available or not deemed to be indicative of fair value, the Advisor may elect to obtain broker quotes directly from a broker-dealer or passed through from a third-party vendor. In the event that fair value is based upon a single sourced broker quote, these securities are categorized as Level 3 of the fair value hierarchy. Broker quotes are typically received from established market participants. Although independently received, the Advisor does not have the transparency to view the underlying inputs which support the market quotation. Significant changes in the broker quote would have direct and proportional changes in the fair value of the security. If the quotations obtained from pricing vendors or brokers are determined to not be reliable or are not readily available, the Company may value such investments using a variety of valuation techniques. For debt investments, the Advisor generally uses a market interest rate yield analysis to determine fair value. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the expected life and other terms of the investment relative to the risk of the company and the specific investment. These securities are categorized as Level 3 of the fair value hierarchy. In determining the estimated fair value of performing private credit/debt or debt-like securities for which there is no actively traded market, the estimate of fair value will consider such factors as the current market environment relative to that of the investment held, the tenor of maturity date of the investment, the operating performance of the issuer, the concern for maintaining any covenant levels embedded in the instrument, the ability of the issuer to call the security (and the associated redemption price), market interest rate spreads, and the general overall credit quality of the security over the life of the investment. Each private credit investment is assigned an internal credit rating. The ratings are based on available fundamental information and used in conjunction with market inputs to create an estimate of fair value. The ratings are updated when updated fundamental information is available. For private credit investments with higher ratings, no additional steps are taken, but assets with lower internal credit ratings are considered for additional or alternative procedures for obtaining a fair value, which will include, but are not limited to, a review of additional market inputs and performance and other relevant information on comparable assets. Defaulted private debt/credit positions are valued using several methods including the following: discounting the expected cash flows of the investment; valuing the net assets of the company; reviewing comparable precedent transactions involving similar companies; and using a performance multiple or market-based approach. For defaulted private debt/credit positions, discounted cash flow valuation uses an internal analysis based on the Advisor’s expectation of future income and expenses, capital structure, exit multiples of a security, and other unobservable inputs which may include contractual and loan factors, estimated future payments and credit rating. Generally, an increase in market yields or discount rates or a decrease in earnings before interest, taxes, depreciation and amortization ("EBITDA") may result in a decrease in the fair value of certain of the Company’s investments. Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material. CLOs are not traded on a national securities exchange and instead are valued utilizing a market approach. The market approach is a method of determining the valuation of a security based on the selling price of similar securities. The types of factors that may be taken into account in pricing CLOs include: the yield of similar CLOs where pricing is available in the market; the riskiness of the underlying pool of loans; the features of the CLO, including the weighted average life, liability pricing, management fees, covenant cushions, the weighted average spread of underlying loans and net asset value. Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the consolidated statements of operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the consolidated statements of operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 under the 1940 Act requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures, or otherwise comply with a “limited derivatives users” exception These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under the rule. The Company currently operates as a “limited derivatives user” which may limit its ability to use derivatives and/or enter into certain other financial contracts. Secured Borrowings Securities sold and simultaneously repurchased at a premium are reported as financing transactions in accordance with FASB ASC Topic 860, Transfers and Servicing (“ASC 860”). Amounts payable to the counterparty are due on the repurchase settlement date and, excluding accrued interest, such amounts are presented in the accompanying consolidated statements of assets and liabilities as secured borrowings. Premiums payable are separately reported as accrued interest. There were no secured borrowings as of December 31, 2025 and December 31, 2024. Securities Transactions and Revenue Recognition Loan transactions are recorded as of the trade date for financial reporting purposes. Realized gains and losses from loans sold are recorded on the identified cost basis. Dividend income, if any, is recorded on the ex-dividend date. Purchases of investments in private credit funds and subordinated notes are recorded as of the first day of legal ownership of an investment and redemptions from investments are recorded as of the last day of legal ownership. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income from private credit funds, if any, is recorded on the record date. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full cash interest or are expected to pay in full cash interest. For those issuers who are in default or are expected to default, cash interest is not accrued and is only recognized when received unless the cash received is or applied to principal based upon management’s judgment. Loan origination fees, OID and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income using the effective interest method. Loans are generally placed on non-accrual status when a payment default occurs or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments. The Company will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, the Company remains contractually entitled to this interest. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written-off by reversing interest income in the period when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated. As of December 31, 2025 the Company had certain investments in 2 portfolio companies that had an interest default and were placed on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2025 was $8,417. No investments were on non-accrual status as of December 31, 2024. The Company may earn various fees during the life of the loans. Such fees include, but are not limited to, administration and amendment fees, some of which are paid to the Company on an ongoing basis. These fees, if any, are recognized as earned as a component of “interest income” in the consolidated statements of operations. For the year ended December 31, 2025 the Company recorded $480 of interest income related to amendment fees. No such interest income was recorded for years ended December 31, 2024 or for the period from April 3, 2023 (commencement of operations) to December 31, 2023. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, unamortized syndication fees, unamortized commitment fees and unamortized discounts are recorded as interest income. The Company had prepayments that resulted in $2,867 and $1,893, in the foregoing fees for the years ended December 31, 2025 and December 31, 2024, respectively, and $0 for the period from April 3, 2023 (commencement of operations) to December 31, 2023. The Company may have investments that contain PIK provisions. PIK income, computed at the contractual rate specified in the Company’s respective investment agreement, is added to the principal balance of the investment and is collected upon repayment of the outstanding principal, and is recorded as interest income in the consolidated statements of operations. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, if still considered taxable income, even though the Company has not yet collected cash. The Company prospectively ceases recognition of PIK income and the associated principal balance if such amounts and balances are deemed to be doubtful of collection and deemed to be irrevocable based on the Company's judgment. For investments with PIK income, the Company calculates interest income accruals based on the principal balance including any PIK. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, if still considered taxable income, even though the Company has not yet collected cash. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is reversed through interest income. For the Company’s secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the counterparty is recorded within interest expense in the consolidated statements of operations. Interest income from investments in the “equity” class of CLO funds is recorded based upon an estimate of an effective yield to expected maturity utilizing expected cash flows in accordance with FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets. Effective yields for the CLO equity positions are updated generally once a quarter or in connection with a transaction such as an add-on purchase, refinancing or reset. The estimated yield and investment cost may ultimately not be realized. Distributions received from private credit funds occur at irregular intervals and the exact timing of the distributions cannot be determined. The classification of distributions received in cash or in-kind, including return of capital, realized gains, interest income and dividend income, is based on information received from the Investment Manager of the private credit fund. Debt Issuance Costs Debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized over each instrument’s term. Unamortized debt issuance costs related to any notes are presented net against the outstanding lines of credit balance, debt securitization balance, and unsecured notes balance, if any, in the consolidated statements of assets and liabilities. Organizational Costs Organizational costs are expensed as incurred and are subject to the Amended Expense Limitation Agreement, discussed below. The Company had no obligation to reimburse or pay the Advisor for any payments of organizational costs made by the Advisor until the Company had received at least $100,000 in gross proceeds from the issuance and sale of Shares, excluding Shares purchased by the Advisor and by the Company’s directors and officers. Following such time, such organizational cost payments shall be subject to recoupment by the Advisor to the extent that such recoupment would not cause the Company to exceed the expense cap as outlined in the Amended Expense Limitation Agreement. During 2023, the Company received over $100,000 in gross proceeds from the issuance and sale of Shares. Any Expense Payments (as defined below) will be subject to recoupment by the Advisor in accordance with the below-described limitations and provisions to the extent that such recoupment would not cause the Company to exceed the Expense Cap (as defined below). Expense Limitation and Reimbursement Agreement Refer to Note 3 in these consolidated financial statements for information regarding the Amended Expense Limitation Agreement. The Company will accrue for recoupment payments to the Advisor subject to terms of the Amended Expense Limitation Agreement when such recoupment is determined to be probable and reasonably estimable. Cash and Cash Equivalents, including Restricted Cash and Restricted Cash Equivalents Cash and cash equivalents consist of highly liquid investments. Cash equivalents are categorized as Level 1 of the fair value hierarchy. Custodian balances are insured up to $250 by the Federal Deposit Insurance Corporation. Restricted cash and restricted cash equivalents include amounts that are collected and are held in connection with assets securing certain of the Company’s financing transactions. Restricted cash and restricted cash equivalents are restricted for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. The Company held restricted cash of $20,503 and $7,501 and restricted cash equivalents of $68,959 and $21,867 as of December 31, 2025 and December 31, 2024, respectively. Income Taxes The Company has elected to be treated as a RIC under the Code and intends each year to qualify and be eligible to be treated as such, so that it generally will not be subject to U.S. federal income tax on its net investment income or net short-term or long-term capital gains, that are distributed (or deemed distributed, as described below) to shareholders. In order to qualify and be eligible for such treatment, the Company must meet certain asset diversification tests, derive at least 90% of its gross income for such year from certain types of qualifying income, and distribute to its shareholders at least 90% of its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses). In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 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 (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the years ended December 31, 2025 and for the period from April 3, 2023 (commencement of operations) to December 31, 2023, the Company did not incur any excise tax. The company did incur an excise tax of $17 for the year ended December 31, 2024. The Company’s investment strategy will potentially be limited by its intention to continue qualifying for treatment as a RIC and can limit the Company’s ability to continue qualifying as such. An adverse determination or future guidance by the IRS or a change in law might affect the Company’s ability to qualify or be eligible for such treatment. If, in any year, the Company were to fail to qualify for treatment as a RIC under the Code and were ineligible to or did not otherwise cure such failure, the Company would be subject to U.S. federal corporate tax on its taxable income at corporate rates and, when such income is distributed, shareholders would be subject to further tax on such distributions to the extent of the Company’s current or accumulated earnings and profits. The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Company would be recorded as a tax benefit or expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions for the tax years ended December 31, 2025 and December 31, 2024. During the years ended December 31, 2025 and December 31, 2024 and for the period from April 3, 2023 (commencement of operations) to December 31, 2023, the Company did not incur any interest or penalties. The Company’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. Tax year 2023 and tax year 2024 are open to examination. Distributions Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from U.S. GAAP. Differences between tax regulations and U.S. GAAP may cause timing differences between income and capital gain recognition. Further, the character of income and capital gains may be different for U.S. federal income tax compared to U.S. GAAP. As a result, income distributions and capital gain distributions declared during a fiscal period may differ significantly from the net investment income (loss) and realized gains (losses) reported on the Company’s consolidated financial statements presented under U.S. GAAP. Distributions to shareholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment. The Company has adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless shareholders elect to “opt out” of the DRIP, shareholders will have their dividends or distributions automatically reinvested (net of applicable withholding tax) in additional Shares, rather than receiving cash. 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, those shareholders will not receive cash with which to pay any applicable taxes. Segment Reporting An operating segment is defined in ASC Topic 280, Segment Reporting, as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Investment Committee of the Company’s Advisor acts as the Company’s CODM. The Company represents a single operating segment, as the CODM monitors the operating results of the Company as a whole. The Company’s long-term strategic asset allocation is pre-determined in accordance with the terms of its private offering memorandum, based on a defined investment strategy which is executed by the Company’s Advisor. The financial information in the form of the Company’s portfolio composition, total returns, expense ratios, changes in net assets resulting from operations, subscriptions and redemptions, that is used by the CODM to assess the Company’s performance versus comparative benchmarks and to make resource allocation decisions for the Company’s single segment, is consistent with that presented within the Company’s consolidated financial statements. Segment assets are reflected on the accompanying consolidated statements of assets and liabilities as “total assets” and significant segment expenses are listed on the accompanying consolidated statements of operations. |