Commitments & Contingencies (Tables) |
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| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of unfunded commitments | As of December 31, 2025 and 2024, the Company had the following outstanding commitments to investments in loans:
9. Net Assets Share Issuances The following table summarizes total Shares issued (including DRIP), related amounts and offering price for the share issuances during the year ended December 31, 2025:
The following table summarizes total Shares issued (including DRIP), related amounts and offering price for the share issuances during the year ended December 31, 2024:
The following table summarizes total Shares issued (including DRIP), related amounts and offering price for the share issuances for the period from April 3, 2023 (commencement of operations) to December 31, 2023:
Distributions On March 25, 2025, the Board declared a distribution on the Shares, which was paid on April 30, 2025 to shareholders of record as of the close of business on March 28, 2025 (the “Q1 2025 Distribution”). The amount of the Q1 2025 Distribution equaled $0.67 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 510,957 Shares were issued in April 2025 in connection with the Company’s DRIP for the Q1 2025 Distribution. On May 7, 2025, the Board declared a distribution on the Shares, which was paid on August 1, 2025 to shareholders of record as of the close of business on June 27, 2025 (the “Q2 2025 Distribution”). The amount of the Q2 2025 Distribution equaled $0.64 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 589,003 Shares were issued in August 2025 in connection with the Company’s DRIP for the Q2 2025 Distribution. On August 11, 2025, the Board declared a distribution on the Shares, which was paid on October 31, 2025 to shareholders of record as of the close of business on September 29, 2025 (the “Q3 2025 Distribution”). The amount of the Q3 2025 Distribution equaled $0.61 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 634,345 Shares were issued in October 2025 in connection with the Company’s DRIP for the Q3 2025 Distribution. On November 11, 2025, the Board declared a distribution on the Shares, which was paid on January 30, 2026 to shareholders of record as of the close of business on December 30, 2025 (the “Q4 2025 Distribution”). The amount of the Q4 2025 Distribution equaled $0.605 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 669,099 Shares were issued in January 2026 in connection with the Company’s DRIP for the Q4 2025 Distribution. The following table identifies distributions declared for the year ended December 31, 2025:
The following table identifies distributions declared for the year ended December 31, 2024:
The following table identifies distributions declared during the period from April 3, 2023 (commencement of operations) to December 31, 2023:
During the year ended December 31, 2025 and December 31, 2024, the Company issued 2,162,580 and 1,162,071 Shares in connection with the DRIP for an aggregate amount of $56,253 and $30,043, respectively. During the period from April 3, 2023 (commencement of operations) to December 31, 2023, there were no Shares issued in connection with the Company’s DRIP. Discretionary Share Repurchase Program Beginning with the quarter ended December 31, 2023, the Company commenced a share repurchase program, in which the Company intends, subject to market conditions and the discretion of the Board, to offer to repurchase, in each quarter, up to 5% of the Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest the Company’s shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. In the event the amount of Shares tendered exceeds the repurchase offer amount, Shares will be repurchased on a pro rata basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act. All Shares purchased by the Company pursuant to the terms of each repurchase offer will be retired and thereafter will be authorized and unissued Shares. Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). If shareholders tender Shares in a repurchase offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered Shares, the Company may repurchase such Shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. Shares may be sold to certain feeder vehicles primarily created to hold the Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. In the event that any shareholder fails to maintain a minimum balance of $500 (not in thousands) of the Company’s Shares, the Company may repurchase all of the Shares held by that shareholder at the repurchase price in effect on the date the Company determines that the shareholder has failed to meet the minimum balance, less any Early Repurchase Deduction. In the alternative, the Company reserves the right to reduce the number of Shares requested to be repurchased from a shareholder so that the required account balance is maintained. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company’s NAV. Minimum account repurchases are subject to an Early Repurchase Deduction. On February 3, 2025, the Company offered to purchase up to 1,762,346 Shares at a purchase price equal to the NAV per Share as of March 31, 2025 (the “February 2025 Repurchase Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the February 2025 Repurchase Offer. The February 2025 Repurchase Offer expired on March 3, 2025 and 288,512 Shares were validly tendered by the Company's direct shareholders and not properly withdrawn in connection with the February 2025 Repurchase Offer. On April 28, 2025, the Company determined that, as of March 31, 2025, the NAV per Share was $26.01 per Share. Based on such NAV per Share, the aggregate purchase price for the Shares accepted for repurchase by the Company in the February 2025 Repurchase Offer equaled approximately $7,504. On June 20, 2025, the Company offered to purchase up to 2,056,473 Shares at a purchase price equal to the NAV per Share as of July 31, 2025 (the “June 2025 Repurchase Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the June 2025 Repurchase Offer. The June 2025 Repurchase Offer expired on July 18, 2025 and no Shares were tendered by the Company's direct shareholders in connection with the June 2025 Repurchase Offer. On August 1, 2025, the Company offered to purchase up to 2,415,266 Shares at a purchase price equal to the NAV per Share as of September 30, 2025 (the “August 2025 Repurchase Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the August 2025 Repurchase Offer. The August 2025 Repurchase Offer expired on August 28, 2025 and no Shares were tendered by the Company's direct shareholders in connection with the August 2025 Repurchase Offer. On November 3, 2025, the Company offered to purchase up to 2,896,566 Shares at a purchase price equal to the NAV per Share as of December 31, 2025 (the “November 2025 Repurchase Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the November 2025 Repurchase Offer. The November 2025 Repurchase Offer expired on December 2, 2025 and 5,437 Shares were validly tendered by the Company's direct shareholders and not properly withdrawn in connection with the November 2025 Repurchase Offer. On January 30, 2026, the Company determined that, as of December 31, 2025, the NAV per Share was $26.03 per Share. Based on such NAV per Share, the aggregate purchase price for the Shares accepted for repurchase by the Company in the November 2025 Repurchase Offer equaled approximately $142. During the year ended December 31, 2025, the Company repurchased 293,949 Shares pursuant to its discretionary share repurchase program. During the year ended December 31, 2024, the Company repurchased 215,795 Shares pursuant to its discretionary share repurchase program. For the period from April 3, 2023 (commencement of operations) through December 31, 2023, no Shares were repurchased. The following table summarizes the capital activity during the years/period noted:
10. Financial Highlights
(1) Per share amounts are calculated based on the weighted average shares outstanding during the year/period. (2) Includes balancing amounts necessary to reconcile the change in NAV per share for the year/period. (3) Total return is calculated as the change in NAV per share during the period, plus distributions per share, if any, divided by the beginning NAV per share, assuming a distribution reinvestment price in accordance with the Company’s DRIP. Total return has not been annualized for periods less than one year. (4) Ratios have not been annualized for the period from April 3, 2023 (commencement of operations) to December 31, 2023. (5) Average net assets are computed using the average balance of net assets at the end of each month of the reporting period. (6) Ratio of gross expenses to average net assets is computed using expenses before waivers and expense support payments (recoupments), if applicable. (7) Ratio of net expenses to average net assets is computed using total expenses, including the effects of expense support payments (recoupments), which represented (0.06)%, (0.28)% and 1.24% on average net assets for the years ended December 31, 2025 and December 31, 2024, and for the period April 3, 2023 (commencement of operations) to December 31, 2023, respectively. (8) Ratio of gross expenses to average net assets and ratio of net expenses to average net assets are inclusive of the income incentive fee and capital gains-based incentive fee. The income incentive fee ratio and capital gains-based incentive fee are 0.82% and (0.01)%, respectively, for the year ended December 31, 2025. The income incentive fee ratio and capital gains-based incentive fee are 0.87% and 0.02%, respectively, for the year ended December 31, 2024. The income incentive fee ratio and capital gains-based incentive fee are 0.62% and 0.00%, respectively, for the period April 3, 2023 (commencement of operations) to December 31, 2023. (9) Ratios do not reflect the proportionate share of income and expenses of the underlying private credit funds in which the Company invests. (10) Portfolio turnover rate is calculated using the lesser of total sales, exits and repayments of investments or total purchases over the monthly average of the investments at fair value for the period reported and has not been annualized. Such monthly average is calculated by totaling the values of the portfolio securities as of the beginning and end of the first month of the particular period and as of the end of each of the succeeding months. 11. Subsequent Events The Company’s management has evaluated events subsequent to December 31, 2025 through the date the consolidated financial statements were issued. The Company has concluded that there are no events requiring adjustment or disclosure in the consolidated financial statements other than as set forth below. On January 2, 2026, the Company sold 4,495,241 Shares in the Private Offering pursuant to subscriptions agreements entered into with the participating investors for aggregate consideration of $117,000. On February 2, 2026, the Company sold 438,709 Shares in the Private Offering pursuant to subscriptions agreements entered into with the participating investors for aggregate consideration of $11,500. On February 4, 2026, the Company offered to purchase up to 3,580,981 Shares at a purchase price equal to the NAV per Share as of March 31, 2026 (the “February 2026 Repurchase Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the February 2026 Repurchase Offer. The February 2026 Repurchase Offer expired on March 4, 2026. The NAV per Share as of March 31, 2026 will be determined by the Company’s management at a later date, in accordance with the Board’s authorization as will the aggregate purchase price for the Shares accepted for repurchase by the Company in the February 2026 Repurchase Offer. On March 2, 2026, the Company sold 3,361,013 Shares in the Private Offering pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $88,725. On March 17, 2026, the Company issued $75,000 in aggregate principal amount of Tranche B Notes due 2029 and $75,000 in aggregate principal amount of Tranche D Notes due 2031, pursuant to the 2025 Note Purchase Agreement. See Note 4 to the consolidated financial statements for the year ended December 31, 2025 above for more information. On March 24, 2026, the Board declared a distribution on the Shares equal to an aggregate amount up to (i) the Company’s taxable earnings, including net investment income (if positive) and capital gains, for the three months ended March 31, 2026 and (ii) such other amounts as may be required to allow the Company to qualify for taxation as a RIC under the Code and eliminate any income and excise tax imposed on the Company (the “Q1 2026 Distribution”). The Q1 2026 Distribution is payable on April 30, 2026 to shareholders of record as of the close of business on March 30, 2026. The final amount of the Q1 2026 Distribution will be determined by the Company’s management at a later date, in accordance with the Board’s authorization. The Q1 2026 Distribution will be paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. On March 24, 2026, the Company and the Administrator amended and restated the Administration Agreement, which, effective as of April 1, 2026, reduces the Administration Fee payable to the Administrator to 0.175% of the Company’s net assets on an annualized basis, from 0.20%.
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 We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s internal control over financial reporting includes policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control Over Financial Reporting Management has not identified any changes in our internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information On March 24, 2026, the Board declared a distribution on the Shares equal to an aggregate amount up to the (i) Company’s taxable earnings, including net investment income (if positive) and capital gains, for the three months ended March 31, 2026 and (ii) such other amounts as may be required to allow the Company to qualify for taxation as a RIC under the Code and eliminate any income and excise tax imposed on the Company (the “Q1 2026 Distribution”). The Q1 2026 Distribution is payable on April 30, 2026 to shareholders of record as of the close of business on March 30, 2026. The final amount of the Q1 2026 Distribution will be determined by the Company’s management at a later date, in accordance with the Board’s authorization. The Q1 2026 Distribution will be paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. On March 24, 2026, the Company and the Administrator amended and restated the Administration Agreement, which, effective as of April 1, 2026, reduces the Administration Fee payable to the Administrator to 0.175% of the Company’s net assets on an annualized basis, from 0.20%. Rule 10b5-1 Trading Plans During the fiscal quarter ended December 31, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Board Purpose and Leadership Structure The business and affairs of the Company are managed under the direction and oversight of the Board. The Board consists of five members, three of whom are Independent Directors. The Board appoints the Company’s officers, who serve at the discretion of the Board. Our Board of Directors monitors and performs an oversight role with respect to our business and affairs, including oversight over the Advisor’s and Sub-Advisor’s investment practices and performance with respect to the Company, oversight of our financing arrangements, oversight of the valuation of our assets, oversight of compliance with regulatory requirements and oversight of the services, expenses and performance of our service providers. Among other things, our Board of Directors approves the appointment of our Advisor, Sub-Advisor and officers, reviews and monitors the services and activities performed by our Advisor, Sub-Advisor and executive officers, and approves the engagement and reviews the performance of our independent public accounting firm. Under our Limited Liability Company Agreement, our Board of Directors may designate a Chair to preside over the meetings of our Board of Directors and meetings of the shareholders and to perform such other duties as may be assigned to him or her by the Board of Directors. We do not have a fixed policy as to whether the Chair of the Board of Directors should be an independent director and believe that we should maintain the flexibility to select the Chair and reorganize the leadership structure, from time to time, based on criteria that are in our best interests and the best interests of our shareholders at such times. Presently, Darren Friedman serves as the Chair of our Board of Directors. Mr. Friedman is an “interested person” as defined in Section 2(a)(19) of the 1940 Act of the Company, and therefore, is an interested director. We believe that Mr. Friedman’s extensive knowledge of the financial services industry and capital markets in particular qualify him to serve as the Chair of our Board of Directors. We believe that we are best served through this existing leadership structure, as Mr. Friedman’s relationship with the Advisor and StepStone provides an effective bridge and encourages an open dialogue between management and our Board of Directors, ensuring that both groups act with a common purpose. Our Board of Directors does not currently have a designated lead independent director. The Board believes that its leadership structure is appropriate in light of the characteristics and circumstances of the Company because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Board also believes that its relatively small size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between our Advisor and the Board. We are aware of the potential conflicts that may arise when a non-independent director is Chair of the Board of Directors. We believe these potential conflicts are offset by our strong corporate governance, which includes regular meetings of the Independent Directors in executive session without the presence of interested directors and management, the establishment of the Audit Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of Independent Directors, and the appointment of a Chief Compliance Officer, with whom the Independent Directors meet without the presence of interested directors and other members of management, for administering our compliance policies and procedures. We recognize that different board of directors’ leadership structures are appropriate for companies in different situations. We intend to re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs. Board of Directors and Executive Officers Directors Information regarding the Board of Directors is as set forth in the following table. The address for each director is c/o StepStone Private Credit Fund LLC, 277 Park Avenue, 44th Floor, New York, New York, 10172.
Biographical Information The Board has determined that each of the above-listed directors is qualified to serve as our directors, based on a review of the experience, qualifications, attributes and skills of each director, including those described below. Each above-named director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. Each of the above-named directors demonstrates high character and integrity and has expertise and diversity of experience to be able to offer advice and guidance to our management. The following is information concerning the business experience of our Board. Our directors have been divided into two groups—interested Directors and Independent Directors. Interested Directors are “interested persons” as defined in the 1940 Act. Interested Director Darren Friedman, our Chief Executive Officer, is a Partner at StepStone, working across the private equity and private debt businesses. Mr. Friedman co-Chairs the firm’s Private Equity Investment Committee and is a member of several Private Debt Investment Committees. He also co-leads the firm’s private equity co-investment practice and is a member of the private equity executive committee. Prior to joining StepStone in 2010, Mr. Friedman was a Managing Partner at Citi Private Equity, a US$10+ billion private equity and mezzanine asset management business. Before that he worked in the investment banking division at Salomon Smith Barney, where he managed the firm’s relationships with private equity funds and their portfolio companies, completing numerous capital market and M&A transactions. Mr. Friedman received his BS from the University of Illinois and MBA from the Wharton School of the University of Pennsylvania. Ariel Goldblatt is a partner and member of the private debt team at StepStone Group and Chief Executive Officer of the Advisor. Prior to joining StepStone Group in April 2019, Ms. Goldblatt was a director of business development at CNBC, Inc., where she led business development and M&A activity. Prior to that, Ms. Goldblatt was a senior analyst at Eachwin Capital, L.P. an institutionally oriented investment management firm, from February 2013 to February 2017. Before that she worked in private equity, private credit and investment banking at Apax Partners LLP, Crescent Capital Group L.P. and Merrill Lynch & Co. Ms. Goldblatt received her MBA from The Wharton School, University of Pennsylvania and her BS in finance from the Schreyer Honors College, Pennsylvania State University. Independent Directors Edward U. Gilpin has served as Chief Financial Officer of AGL US DL Management LLC and AGL Private Credit Income Fund since October 2024. Prior to joining AGL, Mr. Gilpin, served as the Managing Director, Finance of Onex Falcon Investment Advisors, LLC (“Onex Falcon”) and Chief Financial Officer and Treasurer of Onex Falcon Direct Lending BDC Fund from April 2022 to October 2024. Mr. Gilpin has more than 30 years of experience in financial services. Prior to joining Onex Falcon full time, Mr. Gilpin was a financial consultant at Onex Falcon from June of 2021 to April of 2022. Mr. Gilpin was also a financial consultant at Advantage Capital Holdings, Inc. from January 2021 to May 2022, and was at BC Partners from April 2019 until March 2021, where he was the Chief Financial Officer of Portman Ridge Finance Corp. a public BDC, of BCPL a non-traded BDC, and of Mount Logan Capital a Canadian Public Company. Prior to joining BC Partners, Mr. Gilpin served as the Executive Vice President and Chief Financial Officer of KCAP Financial Inc. (NASDAQ: KCAP), an internally managed, publicly traded BDC from June 2012 to April 2019. Prior to KCAP, he served as Executive Vice President and Chief Financial Officer of Ram Holdings, Ltd. (NASDAQ: RAMR), a provider of financial guaranty reinsurance, and prior to that he was the Executive Vice President, Chief Financial Officer and Director of ACA Capital Holdings, Inc. (NYSE: ACA), a holding company that provided asset management services and credit protection products. Mr. Gilpin has also served as: Vice President in the Financial Institutions Group at Prudential Securities, Inc.’s investment banking division; CFO of WCA, an affiliate of ACA Capital, Director; Chief of Staff for MBIA Insurance Company; and Vice President in the Mutual Funds Department of BHC Securities, Inc. Mr. Gilpin holds an M.B.A. from Columbia University and a B.S. from St. Lawrence University. Julie Persily has served since 2017 as a member of the board of directors of Runway Growth Finance Corp. (NASDAQ: RWAY), a BDC, has served since 2013 as a member of the board of directors of Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB), a BDC, and has served since 2018 on the board of directors of SEACOR Marine Holdings Inc. (NYSE: SMHI), a global marine and support transportation services company. Ms. Persily served as the Co-Head of Leveraged Finance and Capital Markets of Nomura Securities North America, a unit of Nomura Holdings Inc. (NYSE: NMR), a securities and investment banking company, from July 2010 until her retirement in 2011. Ms. Persily previously served in various capacities at Citigroup Inc. (NYSE: C), a financial services company, including as the Co-Head of Leveraged Finance Group from December 2006 to November 2008, the Head of Acquisition Finance Group from December 2001 to November 2006 and as Managing Director from July 1999 to November 2001. From 1990 to 1999, Ms. Persily served in various capacities including as a Managing Director, Leveraged Finance at BT Securities Corp., a financial services company and a subsidiary of Bankers Trust Corp., which was acquired by Deutsche Bank in April 1999. From 1987 to 1989, Ms. Persily served as an analyst at Drexel Burnham Lambert, a securities and investment banking company. Ms. Persily received a B.A. in psychology and economics from Columbia College and a M.B.A. in financing and accounting from Columbia Business School. Michael J. Zupon is a Senior Advisor to DigitalBridge Credit (“DigitalBridge”), a private credit platform focused on funding global opportunities in digital infrastructure. Mr. Zupon has over 30 years of investment experience managing leveraged loan, high yield bond, distressed debt, mezzanine debt and private equity investments. Prior to joining DigitalBridge in 2020, Mr. Zupon was a managing director and the Chief Investment Officer of the Allianz Global Investors’ (“AllianzGI”) US Private Credit Solutions team. Mr. Zupon joined AllianzGI in January 2017 following the acquisition by AllianzGI of Sound Harbor Partners’ investment funds. Mr. Zupon founded Sound Harbor Partners’ in 2009 to provide private credit to US companies. Prior to founding Sound Harbor in 2009, Mr. Zupon was a managing director at The Carlyle Group from 1999-2009 and was a partner and member of its management committee. Mr. Zupon founded Carlyle’s Leveraged Finance business and led its growth to over $13 billion of assets under management. As head of U.S. Leveraged Finance, Mr. Zupon served as Chief Investment Officer, loan portfolio manager and special situations portfolio manager. Mr. Zupon developed and led Carlyle’s global expansion in credit and entry into secured loans, mezzanine debt and distressed investing. Mr. Zupon was a member of the Investment Committees to Carlyle Strategic Partners, a distressed fund and Carlyle Mezzanine Partners and served on the board of Carlyle Europe Leveraged Finance. Prior to Carlyle, Mr. Zupon was a Managing Director at Merrill Lynch and Banc of America Securities (f.k.a. NationsBanc Markets, Inc.), where he managed a department responsible for its leveraged loan underwriting business. Earlier, Mr. Zupon worked at Canadian Imperial Bank of Commerce’s Acquisition Finance Group (CIBC). Mr. Zupon earned a B.S. in Business from Miami University of Ohio. Officers Who are Not Directors Information regarding our executive officers who are not Directors, as well as our Corporate Secretary and Chief Compliance Officer, who are not executive officers of the Company, is as follows:
The address for each executive officer is c/o StepStone Private Credit Fund LLC, 277 Park Avenue, 44th Floor, New York, New York, 10172. Joseph Cambareri is the Company’s Chief Financial Officer and served as the Company’s Corporate Secretary until April 1, 2025. He also serves as Chief Operating Officer of the Advisor and as a Managing Director and member of the private debt team at StepStone Group. Prior to joining StepStone Group in November 2022, Mr. Cambareri was the Chief Financial Officer of Credit Value Partners, a registered investment adviser focusing on high-yielding, stressed and distressed corporate debt investments, from November 2010 to September 2019 and March 2021 to November 2022. Prior to that, Mr. Cambareri was a Controller at Solar Capital Ltd., a publicly listed middle-market BDC, from May 2008 to October 2010. Before joining Solar Capital, Mr. Cambareri was a manager at Morgan Stanley in Loan Operations and Accounting. From September 2019 to March 2021, Mr. Cambareri was also the Chief Accounting Officer at Churchill Asset Management, a large private credit manager. Mr. Cambareri is a Certified Public Accountant and has a B.S. in Accounting and Finance and an MBA from New York University Stern School of Business. Dean Caruvana has served as the Company’s Corporate Secretary since April 1, 2025. Mr. Caruvana has served as General Counsel of StepStone Group Private Wealth LLC (“StepStone Private Wealth”) since July 2023 and Senior Associate General Counsel of StepStone Group LP since July 2023, where he is responsible for legal matters for StepStone Private Wealth and its investment products, with a focus on securities law and corporate governance matters. Prior to joining StepStone Private Wealth, Mr. Caruvana was Principal at Blue Owl Capital, where he was responsible for legal oversight of the firm’s BDCs. Mr. Caruvana previously was Vice President at BlackRock, Inc., where he focused on U.S. registered products including open-end funds, closed-end funds, exchange-traded funds and BDCs. Mr. Caruvana began his career an associate in the Asset Management group at Willkie Farr & Gallagher LLP. Mr. Caruvana received a B.S. in Accounting and Finance and a M.S. in Accounting from Wagner College and a J.D. from Cornell Law School. Vikas Sharma is the Company’s Chief Compliance Officer and a Director at ACA Group. Prior to joining ACA Group in November 2022, Mr. Sharma was Deputy Chief Compliance Officer at Nephila Capital Ltd., a registered investment adviser focused on insurance-linked securities and climate risk, from March 2021 to October 2022. Prior to that, Mr. Sharma was Senior Compliance Officer at CORE CCO, which is a Compliance Consulting Firm, from June 2020 to February 2021. Prior to that, Mr. Sharma was a Senior Vice President of Compliance at Hudson Advisors, which is a large private equity fund focused on distressed opportunities and real estate, from 2016 to 2020. Prior to that, Mr. Sharma was a Manager of Compliance at Stellus Capital, a publicly listed middle-market BDC, from 2012 to 2016. Prior to that, Mr. Sharma was an Associate at D.E. Shaw in middle market loan division. Mr. Sharma has a B.Com in Accounting and Finance and an MBA from Symbiosis International University in India. Portfolio Management Investment Committee The Advisor carries out portfolio management through its Investment Committee, which is currently comprised of Ariel Goldblatt (Chair), Darren Friedman, Urs von Büren, Geoffrey Dolan and John Bohill. As the Advisor’s Investment Committee, these individuals have primary responsibility for ongoing research, recommendations, and portfolio management regarding the Company’s investment portfolio. For biographical information of Ms. Goldblatt and Mr. Friedman see “— Biographical Information — Interested Directors” above. Urs Von Büren is a member of the StepStone Group private debt team. He is also involved in various advisory and portfolio management activities. Prior to StepStone, Mr. von Büren held various roles in private credit with UBS in Zurich and London. Mr. von Büren holds a diploma as a banking specialist. Geoffrey Dolan is a member of the StepStone Group private equity team, focusing on co-investments and global buyout managers. Prior to joining StepStone in 2011, Mr. Dolan was an associate at KarpReilly, a private equity firm focused on the consumer industry. Before that he was an analyst in Bear Stearns’ investment banking group, where he worked on a variety of M&A, equity and debt transactions, mainly in the real estate, gaming and lodging sectors. Mr. Dolan graduated with honors with a BS from Rutgers University. John Bohill is a member of the StepStone Group private debt team. He is also involved in StepStone’s responsible investing initiative. Since Mr. Bohill joined StepStone in 2013, he has also been a director at Kish Capital, a distressed debt, real estate opportunities, and non-performing loan investor based in Dublin and Lisbon. Before joining Kish he acquired and operated several businesses on his own behalf, and was co-head of European technology and communications at BancBoston Capital, a principal private equity investor. Mr. Bohill graduated with first-class honors with a BBS in finance from Trinity College, Dublin. The individuals that comprise the Investment Committee are subject to change, at any time, at the discretion of the Advisor and StepStone Group, and no assurance can be given that such personnel will remain in their current positions or retain their current functions with regard to the Advisor. Also, the Advisor may change the scope of the function of the Investment Committee or the investment teams’ responsibilities from time to time, or may conduct periodic portfolio reviews through other internal management committees within guidelines and constraints approved by the Advisor. The Advisor undertakes no obligation to update the foregoing description relating to the management team and the Investment Committee of the Advisor in the event of a change in personnel or in the scope of responsibilities. Investment Committee Compensation Structure StepStone’s philosophy on compensation is to provide senior investment professionals’ incentives that are tied to both short-term and long-term performance of StepStone. All investment professionals are salaried. Further, all investment professionals are eligible for a short-term incentive bonus each year that is discretionary and based upon the investment professional’s performance, as well as the performance of the business. For their service as Investment Committee members of the Advisor, each member receives a salary, a discretionary bonus, and certain retirement benefits from StepStone. Additionally, each has equity interests in StepStone and may indirectly benefit from the success of the Company based on their ownership interest. Board of Directors’ Role in Risk Oversight In general, the Advisor and the Company’s management are responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity and financial risks. However, the Board has ultimate responsibility for the oversight of the risk management framework for the Company. The Board oversees and monitors enterprise risk management at the Company, including with respect to business continuity risk and cybersecurity and information security risk. Our Board of Directors performs its risk oversight function primarily through (a) its standing Audit Committee, which reports to the entire Board of Directors and is comprised solely of Independent Directors, and (b) active monitoring by our Chief Compliance Officer and of our compliance policies and procedures. As described below in more detail under “Committees of the Board of Directors,” the Audit Committee assists our Board of Directors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include reviewing the Company’s practices with respect to risk assessment and risk management, and risks related to matters including the Company’s financial statements and financial reporting processes and compliance. The Audit Committee also has oversight responsibility for financial reporting with respect to the Company’s major financial exposures and the steps management has taken to monitor and control such exposures, with respect to the Company’s valuation process, and also for the effectiveness of management’s enterprise risk management process that monitors and manages key business risks facing the Company. Our Audit Committee also monitors compliance with legal and regulatory requirements, and the members of the Audit Committee are responsible for reviewing and approving any related person transactions (as defined in Item 404 of Regulation S-K). Our Board of Directors also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Board of Directors will annually review a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of our compliance policies and procedures and our service providers. The Chief Compliance Officer’s annual report will address, at a minimum, (a) the operation of our compliance policies and procedures and our service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (d) any compliance matter that has occurred since the date of the last report about which our Board of Directors would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer will meet separately in executive session with the Independent Directors at least once each year. We believe that our Board of Directors’ role in risk oversight is effective and appropriate given the extensive regulation to which we are subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness, and we generally have to invest at least 70% of our total assets in “qualifying assets.” In addition, we are not generally permitted to invest in any portfolio company in which one of our affiliates currently has an investment. We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manners in which our Board of Directors administers its oversight function on an ongoing basis to ensure that they continue to meet our needs. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires certain of the Company’s officers, the Company’s directors, and persons who own more than 10% of our common stock, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than 10% stockholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the year ended December 31, 2025, all Section 16(a) filing requirements applicable to such persons were met in a timely manner, with the following inadvertent exception: the Company’s Corporate Secretary did not timely file his initial statement of beneficial ownership of securities on Form 3 during the reporting period. Codes of Ethics We expect each of our officers and directors, as well as any person affiliated with our operations, to act in accordance with the highest standards of personal and professional integrity at all times and to comply with the Company’s policies and procedures and all laws, rules and regulations of any applicable international, federal, provincial, state or local government. To this effect, the Board has adopted a Sarbanes-Oxley Code of Ethics (“SOX Code of Ethics”). The SOX Code of Ethics applies to the Company’s principal executive officer, the principal financial officer, controller or principal accounting officer, and any person who performs a similar function. We intend to disclose any substantive amendments to, or waivers from, our SOX Code of Ethics within four business days of the waiver or amendment, via disclosure under cover of a current report on Form 8-K. We undertake to provide to any person without charge, upon written request, a copy of our SOX Code of Ethics. You may send any such written request to StepStone Private Credit Fund LLC, 277 Park Avenue, 44th Floor, New York, NY, 10172, Attention: Corporate Secretary. As required by the 1940 Act and Advisers Act, we and the Advisor have 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. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Insider Trading Policy and Prohibitions and Restrictions on Hedging and Pledging Transactions The Company has adopted an Insider Trading Policy, which, among other things, governs the purchase, sale, and/or other disposition of the Company’s securities by the Company’s directors and officers, and which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with all applicable insider trading laws, rules and regulations. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K. Corporate Governance Guidelines The Board has also adopted principles of corporate governance to formalize its governance practices, which serve as a framework within which the Board and its committees operate. These principles cover a number of areas, including the role of the Board, Board composition and leadership structure, director independence, director selection, qualification and election, director compensation, executive sessions, succession planning, annual Board assessments, Board committees, director orientation and continuing education and others. Committees of the Board of Directors Our Board of Directors has established an audit committee (the “Audit Committee”), and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) and may establish additional committees in the future. We do not have a compensation committee because our executive officers do not receive any direct compensation from us. Audit Committee The members of the Audit Committee are Edward U. Gilpin, Julie Persily and Michael J. Zupon, each of whom is financially literate, is not considered an “interested person” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act, and meets the independence requirements of Rule 10A(m)(3) of the Exchange Act. Ms. Persily simultaneously serves on the audit committees of more than three public companies, and the Board has determined that her simultaneous service on the audit committees of other public companies does not impair her ability to effectively serve on the Audit Committee. Mr. Gilpin serves as Chair of the Audit Committee. Our Board of Directors has determined Mr. Gilpin is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include, among other things: • overseeing and monitoring the valuation process for all of the Company’s portfolio securities for which market quotations are not readily available, including oversight of any valuation designee for the Company designated by the Board of Directors pursuant to Rule 2a-5 under the 1940 Act, in accordance with the valuation policy approved by the Board of Directors; • appointing, determining the compensation of and overseeing the work of our independent registered public accounting firm, as well as evaluating its independence and performance; • considering and approving, in advance, all audit and permissible non-audit services to be performed by our independent registered public accounting firm; • reviewing and discussing with management and the independent auditor, as appropriate, the adequacy and effectiveness of our internal control over financial reporting and our disclosure controls and procedures; • discussing with management our risk assessment and risk management policies and processes; and • establishing procedures for the receipt and treatment of complaints and reports of potential misconduct regarding our financial statements and auditing process.
Nominating and Corporate Governance Committee The members of the Nominating and Corporate Governance Committee are Edward U. Gilpin, Julie Persily and Michael J. Zupon, each of whom is not considered an “interested person” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Zupon serves as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our Board of Directors. The Nominating and Corporate Governance Committee is responsible for, among other things, selecting, researching and nominating qualified nominees to be elected to the Board of Directors, selecting qualified nominees to fill any vacancies on our Board of Directors or a committee of the Board of Directors (consistent with criteria approved by our Board of Directors), developing and recommending to our Board of Directors a set of corporate governance guidelines and principles and overseeing the Company’s corporate governance generally, as well as the evaluation of our Board of Directors and our management. The Nominating and Corporate Governance Committee periodically reviews, and recommends to our Board of Directors, the skills, experience, characteristics and other criteria for identifying and evaluating directors. Our Board of Directors expects directors to be open and forthright, to develop a deep understanding of the Company’s business, and to exercise sound judgment and courage in fulfilling their oversight responsibilities. Directors should embrace the Company’s values and culture and should possess the highest levels of integrity. The Nominating and Corporate Governance Committee evaluates the composition of our Board of Directors annually to assess whether the skills, experience, characteristics and other criteria established by our Board of Directors are currently represented on our Board of Directors as a whole, and in individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs. Our Board of Directors and the Nominating and Corporate Governance Committee also actively seek to achieve a diversity of occupational and personal backgrounds on the board, including diversity with respect to race, gender, national origin, geography, sexual orientation, age, differences of viewpoint, professional experience, education, skill and other individual qualities and attributes. As part of the search process for each new director, the Nominating and Corporate Governance Committee endeavors to include members of underrepresented groups such as women, ethnic/racial minorities and LGBTQ in the pool of candidates (and instructs any search firm the Nominating and Corporate Governance Committee engages to do so), and interviews at least one woman and one racial or ethnic minority candidate. The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by our Board of Directors and, if applicable, will recommend the Company’s candidates to our Board of Directors for election by the Company’s shareholders at the applicable annual meeting. Item 11. Executive Compensation Compensation of Executive Officers The Company’s executive officers, who are each paid employees of StepStone Group, do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. As an externally managed BDC, services necessary for the Company’s business will be provided by individuals who are employees of the Advisor or its affiliates, including StepStone Group, or by individuals who are contracted by the Advisor, the Company or their respective affiliates to work on behalf of the Company, pursuant to the terms of the Advisory Agreement, the Sub-Advisory Agreement and the Administration Agreement. Compensation of Directors The Company will not pay compensation to its directors who also serve in an executive officer capacity for the Company or the Advisor. Effective April 1, 2025, the Independent Directors receive an annual retainer for their service on the Board (including service on any committees) in accordance with the below table, with 25% of the applicable annual retainer amount payable quarterly to each Independent Director based on the corresponding aggregate NAV of the Company set forth in the below table as of the last day of the immediately preceding calendar quarter:
The chair of the Audit Committee receives an additional annual fee of $25,000. The Company is also authorized to pay the reasonable out-of-pocket expenses for each Independent Director incurred in connection with fulfillment of his or her duties as Independent Directors. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits. No compensation is paid by the Company to directors who are “interested persons.” The Board of Directors reviews and determines the compensation of Independent Directors. The table below sets forth the compensation (in thousands) received by each director from the Company for the year ended December 31, 2025.
(1) All other compensation includes reimbursement of out-of-pocket expenses. Compensation Committee Interlocks and Insider Participation We currently do not have a compensation committee of our Board of Directors and our Board of Directors does not make determinations regarding compensation of executive officers because we do not directly pay any compensation to our executive officers. Timing of Grants of Options The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during fiscal 2025. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth, as of March 1, 2026, certain ownership information with respect to the Shares for those persons who directly or indirectly own, control or hold with the power to vote more than 5.0% of our outstanding Shares and all of our officers and directors, individually and as a group. The address for each director and officer listed below is c/o StepStone Private Credit Fund LLC, 277 Park Avenue, 44th Floor, New York, New York, 10172. Beneficial ownership in the below table has been determined in accordance with Rule 13d-3 under the Exchange Act.
* Percentage of shares owned is less than 1.00%. Item 13. Certain Relationships and Related Transactions and Director Independence (dollar amounts in thousands, unless otherwise indicated) Certain Relationships and Related Transactions The Company is subject to certain conflicts of interest with respect to the services the Advisor, the Sub-Advisor and their respective affiliates provide to us. You should be aware that individual conflicts will not necessarily be resolved in favor of your interest. The ensuing list of conflicts does not purport to be a complete enumeration or explanation of the actual and potential conflicts involved in an investment in the Company. See “Note 3. Related Party Transactions” in “Item 8. Consolidated Financial Statements” in this Report for more information. The members of the senior management and investment teams of the Advisor, the Sub-Advisor and their respective affiliates serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. For example, the officers, managers and other personnel of the Advisor, the Sub-Advisor and their respective affiliates may serve in management roles or similar capacities for the investment advisers to future investment vehicles affiliated with StepStone. In the future, these persons and other affiliates of StepStone may organize other debt-related programs and acquire for their own account debt-related investments that may be suitable for us. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of our shareholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. Investment Advisory Agreement, Sub-Advisory Agreement and Administration Agreement Pursuant to the Advisory Agreement, the Advisor provides us with investment advisory services for which we will pay the Advisor a Base Management Fee, monthly in arrears at an annual rate of 1.00% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month, as well as an Incentive Fee based on performance. The Advisor has engaged SGEAIL to act as the Company’s Sub-Advisor to provide certain ongoing, non-discretionary investment advice and services to the Advisor in regard to the Advisor’s management of the Company, in exchange for which the Sub-Advisor will receive from the Advisor 20% of the Base Management Fee and Incentive Fee payable to the Advisor by the Company. See “Item 1. Business – Management Agreements” in this Report for a description of how the fees payable to the Advisor and Sub-Advisor are determined. The Incentive Fee will be computed and paid on income that we may not have yet received in cash. This fee structure may create an incentive for our Advisor to invest in certain types of securities that may have a high degree of risk. We rely on input from investment professionals from our Advisor to value our portfolio investments. Our Advisor’s Base Management Fee and Incentive Fee will be based on the value of our investments, and there may be a conflict of interest when personnel of our Advisor assist in determining periodic fair values for our portfolio investments. For the year ended December 31, 2025, the amount of Base Management Fee incurred was $13,533. For the year ended December 31, 2025, the amount of Incentive Fee incurred was $10,595. The Advisor also serves as the Company’s administrator pursuant to the Administration Agreement and performs certain administrative, accounting and other services for the Company. In consideration of these administrative services, the Company pays the Advisor the Administration Fee in an amount up to 0.20% on an annualized basis of the Company’s net assets (prior to March 25, 2025, the Administration Fee was equal to 0.30% of the Company’s net assets on an annualized basis). The Administration Fee is calculated based on the Company’s month-end net asset value (as of the close of business on the last calendar day of the applicable month) and payable monthly in arrears. The Administration Fee is an expense paid out of and based on the Company’s net assets, and there may be a conflict of interest when personnel of our Advisor assist in determining periodic fair values for our portfolio investments. For the year ended December 31, 2025, the amount of administration expense incurred and invoiced by the Advisor for expenses under the Administration Agreement was $2,939. Expense Limitation Agreement The Company has entered into the Amended Expense Limitation Agreement with the Advisor, under which any Expense Payments will be subject to recoupment by the Advisor to the extent that such recoupment would not cause the Company to exceed the Expense Cap. The Limitation Period under the Amended Expense Limitation Agreement expires on April 3, 2026; the Advisor and the Company do not intend to further extend the Limitation Period. See “Item 1. Business – Management Agreements” in this Report for more information. For the year ended December 31, 2025, the amount of expense payments and reimbursement payments made to the Advisor pursuant to the Amended Expense Limitation Agreement was $778. The Advisor and the Sub-Advisor The Advisor, the Advisor’s Investment Committee, the Sub-Advisor and its senior investment professionals and their respective affiliates provide or may provide investment advisory and other services to various entities. The Advisor, the Sub-Advisor and certain of their and StepStone Group’s investment professionals and other principals, including the Advisor’s Investment Committee, may also carry on substantial investment activities for their own accounts, for the accounts of family members and for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals) (collectively, with the other accounts advised by the Advisor, the Sub-Advisor and their respective affiliates, “Other Accounts”). The Company has no interest in these activities. The Advisor, the Advisor’s Investment Committee, the Sub-Advisor and their respective affiliates may receive payments from Other Accounts or investment managers of Underlying Funds in connection with such activities. As a result of the foregoing, the Advisor and the Sub-Advisor, and the investment professionals who, on behalf of the Advisor and/or Sub-Advisor, will manage the Company’s investment portfolio will be engaged in substantial activities other than on behalf of the Company, may have differing economic interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Company and Other Accounts. Such persons will devote only so much of their time as in their judgment is necessary and appropriate. Because the Advisor, the Sub-Advisor and their respective affiliates may manage assets for Other Accounts, there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Advisor, the Sub-Advisor or their respective affiliates may receive fees from certain accounts that are higher than the fee the Advisor receives from the Company or the fee that the Sub-Advisor receives from the Advisor, or they may receive a performance-based fee on certain accounts. In those instances, the Advisor, the Sub-Advisor or their affiliate may have an incentive to favor the higher and/or performance-based fee accounts over the Company. In addition, a conflict of interest could exist to the extent the Advisor or the Sub-Advisor has proprietary investments in certain accounts, where members of the Advisor’s Investment Committee or other senior investment professionals have personal investments in certain accounts or when certain accounts are investment options in the Advisor’s, the Sub-Advisor’s or StepStone Group’s employee benefits and/or deferred compensation plans. The portfolio managers may have an incentive to favor these accounts over others. If the Advisor, the Sub-Advisor or StepStone Group manage accounts that engage in short sales of securities of the type in which the Company invests, the Advisor, the Sub-Advisor or StepStone Group could be seen as harming the performance of the Company for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. There also may be circumstances under which the Advisor, the Sub-Advisor or their respective affiliates will cause one or more Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the Advisor will commit the Company’s assets. There also may be circumstances under which the Advisor, the Sub-Advisor or their respective affiliates will make investments for Other Accounts in which the Advisor does not invest on behalf of the Company, or vice versa. Investment opportunities are made available to the Company and other StepStone clients where the investment is within the parameters of the applicable strategy. Further, investment opportunities may arise where there is more demand from the Company and other StepStone clients for a particular investment opportunity than supply. The Advisor has adopted allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. See “Item 1. Business – Investment Process – Allocation of Investment Opportunities.” The 1940 Act imposes significant limits on co-investments with affiliates of the Company. We may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. On March 9, 2026, the Company, the Advisor and certain affiliated entities received an order for co-investment exemptive relief from the SEC to allow certain managed funds and investment vehicles, each of whose investment adviser is the Advisor or an investment adviser controlling, controlled by or under common control with the Advisor, to participate in negotiated co-investment transactions where doing so is consistent with regulatory requirements and other pertinent factors, and pursuant to the conditions of the exemptive relief (the “Co-Investment Exemptive Order”). The Co-Investment Exemptive Order requires, among other things, that allocations be “fair and equitable” to us and that the Advisor (or the applicable investment adviser) considers the interests of the Company and other affiliated 1940 Act-regulated funds that rely on the Co-Investment Exemptive Order in allocations. Under the Co-Investment Exemptive Order, among other requirements, the terms, conditions, price, class of securities to be purchased in respect of a particular investment, the date on which such investment is to be made and any registration rights applicable thereto, must be generally the same for the Company and each other participating affiliated entity. The requirements of the Co-Investment Exemptive Order (including any requirements for board approval thereunder), as well as other regulatory requirements associated with the Company and other affiliated 1940 Act-regulated funds that rely on the Co-Investment Exemptive Order, potentially will impact the investment allocations among participating entities (including, for the avoidance of doubt, us) or otherwise impact allocation results. Any changes to the Co-Investment Exemptive Order or the rules and other guidance promulgated by the SEC and its staff under the 1940 Act could impact allocations made available to the Company and thereby affect (and potentially decrease) the allocation made to the Company or otherwise impact the process for allocations in transactions in which the Company participates. The Advisor or its affiliates may pay additional compensation, out of their own funds and not as an additional charge to the Company or investors, to selected brokers, dealers or other financial intermediaries, including affiliated broker dealers, in connection with the distribution of Shares and/or for the purpose of introducing a selling agent to the Company, promoting the recommendation of an investment in the Shares or in connection with providing services intended to result in the sale of Shares and/or shareholder support services, and such payment amounts may be significant. The additional compensation may differ among the recipients in amount or in the amount of calculation. Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested, the timing of investment or the overall NAV of the Company, or a fee determined in some other method by negotiation between the Advisor and such financial intermediaries or service providers. The receipt of the additional compensation by a selling agent or financial intermediary may create potential conflicts of interest between an investor and its broker or dealer or other financial intermediary who is recommending the Shares over other potential investments. Financial intermediaries may also charge investors, at the financial intermediaries’ discretion, a placement fee based on the purchase price of Shares purchased by the investor. As a result of the various payments that financial intermediaries may receive from investors and the Advisor, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares may be greater than the compensation it may receive for the distribution of other investment products. This difference in compensation may create an incentive for a financial intermediary to recommend the Company over another investment product. While the Advisor or its affiliates have and may continue to pay compensation to such entities in connection with the offering of Shares, it is under no obligation to pay such fees and may decide not to do so in the future to the extent that any such compensation is permitted to be borne by the Company. In return for this compensation, the Advisor and its affiliates expect to receive certain marketing or servicing advantages that are not generally available to funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Company on a list of funds offered as investment options to the intermediary’s or service provider’s clients (sometimes referred to as “shelf space”); access to the intermediary’s registered representatives; and/or ability to assist in training and educating the intermediary’s registered representatives. In addition, as a result of such additional compensation paid by the Advisor or its affiliates, our net assets will increase, which will result in increased management and advisory fees, and administration fees, payable to the Advisor and its affiliates. Set out below are practices that the Advisor may follow. Although the Advisor anticipates that the investment managers of Underlying Funds will follow practices similar to those described below, no guarantee or assurances can be made that similar practices will be followed or that any such investment manager will abide by, and comply with, its stated practices. An investment manager of an Underlying Fund may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than the private assets in which the Company typically invests. Participation in Investment Activities Directors, principals, officers, employees and affiliates of the Advisor and its affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Company or its underlying investments. As a result of differing trading and investment strategies or constraints, positions may be taken by directors, principals, officers, employees and affiliates of the Advisor, or by the Advisor for the Other Accounts, or any of their respective affiliates on behalf of their own other accounts (“Investment Manager Accounts”) that are the same as, different from or made at a different time than, positions taken for the Company. Other Matters An investment manager of an Underlying Fund may, from time to time, cause an Underlying Fund to effect certain principal transactions in securities with one or more Investment Manager Accounts, subject to certain conditions. Future investment activities of investment managers of Underlying Funds, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing, may give rise to additional conflicts of interest. Future investment activities of the Advisor and its affiliates and their respective principals, partners, members, directors, officers or employees may give rise to conflicts of interest other than those described above. The foregoing list of conflicts does not purport to be a complete enumeration or explanation of the actual and potential conflicts involved in an investment in the Company. In addition, as the Company’s investment program develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts. Although the various conflicts discussed herein are generally described separately, prospective investors should consider the potential effects of the interplay of multiple conflicts. Director Independence While we are not listed on any public securities exchange, we intend to comply with listing standards of the New York Stock Exchange (“NYSE”) requiring listed companies to have a board of directors with at least a majority of independent directors. The NYSE listing standards provide that a director of a BDC will be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Based on these standards, the Board has determined that Edward U. Gilpin, Julie Persily and Michael J. Zupon are independent (or not “interested persons” of the Company). Based upon information requested from each such Director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the Independent Directors has a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any committee thereof. All of the members of the Audit Committee and Nominating and Corporate Governance Committee are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. Item 14. Principal Accountant Fees and Services (dollar amounts in thousands, unless otherwise indicated) Independent Registered Public Accounting Firm The following table provides information regarding the fees billed by Ernst & Young LLP for work performed for the fiscal years ended December 31, 2025 and December 31, 2024 or attributable to the audit of the Company’s related 2025 or 2024 financial statements:
Audit Fees. Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit of the Company’s annual financial statements and the review of the Company’s quarterly financial statements in accordance with generally accepted auditing standards, this category contains fees for statutory audits, consents, and assistance with and review of documents filed with the SEC. Audit Related Fees. Audit related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that are not required by statute or regulation. Tax Fees. Tax fees include corporate and subsidiary compliance and consulting. All Other Fees. Fees for other services would include fees for products and services other than the services reported in “Audit Fees”, “Audit Related Fees” and “Tax Fees” above. During the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024, Ernst & Young LLP billed aggregate non-audit fees of $2,900 and $6,140, respectively, for services rendered to the Advisor and affiliates of the Advisor. Pre-Approval Policies and Procedures The Audit Committee has established, and the Board of Directors has approved, a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by the Company’s independent registered accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent registered accounting firm in order to assure that the provision of such service does not impair the firm’s independence. Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated are required to report any pre-approval decisions to the Audit Committee at a subsequent meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered accounting firm to management. During 2025 and 2024, 100% of the Company’s audit fees, audit-related fees, tax fees and fees for other services provided by the Company’s independent registered public accounting firm were pre-approved by the Audit Committee. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents Filed as Part of this Report The following consolidated financial statements are set forth in Item 8:
(b) Exhibits The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
^ Schedules and/or exhibits to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request. * Filed herewith. ** Furnished herewith.
(1) Previously filed as an exhibit to the Company’s Registration Statement on Form 10 (File No. 000-56505), filed on December 30, 2022 and incorporated herein by reference. (2) Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56505) filed on April 19, 2023 and incorporated herein by reference. (3) Previously filed as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form 10 (File No. 000-56505) filed on May 23, 2023 and incorporated herein by reference. (4) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on May 5, 2023 and incorporated herein by reference. (5) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on July 3, 2023 and incorporated herein by reference. (6) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on September 29, 2023 and incorporated herein by reference. (7) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 814-01624) filed on November 13, 2023 and incorporated herein by reference. (8) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on December 6, 2023 and incorporated herein by reference. (9) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on March 15, 2024 and incorporated herein by reference. (10) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on November 1, 2024 and incorporated herein by reference. (11) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on December 20, 2024 and incorporated herein by reference. (12) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on January 17, 2025 and incorporated herein by reference. (13) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 814-01624) filed on March 25, 2024 and incorporated herein by reference. (14) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on February 28, 2025 and incorporated herein by reference. (15) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 814-01624) filed on March 28, 2025 and incorporated herein by reference. (16) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on May 16, 2025 and incorporated herein by reference. (17) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on June 25, 2025 and incorporated herein by reference. (18) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on July 29, 2025 and incorporated herein by reference. (19) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on August 25, 2025 and incorporated herein by reference. (20) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on September 17, 2025 and incorporated herein by reference. (21) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 814-01624) filed on November 13, 2025 and incorporated herein by reference. (22) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 814-01624) filed on December 22, 2025 and incorporated herein by reference. (23) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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