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| Net Assets | 9. NET ASSETS At-the-market (“ATM”) Offering The Company may, from time to time, issue and sell shares of its common stock through public or ATM offerings. During the three months ended March 31, 2026, there was no equity distribution agreement in effect. On November 15, 2023, the Company entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among the Company, GSAM and Truist Securities Inc. (“Truist”). On and effective June 5, 2025, the Company terminated the 2023 Equity Distribution Agreement in accordance with its terms. The 2023 Equity Distribution Agreement provided that the Company could, from time to time, issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000, through Truist, or to Truist as principal for its own account. Sales of the shares, if any, were made in negotiated transactions or transactions that were deemed to be an ATM offering as defined in Rule 415(a)(4) under the Securities Act including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may have included block trades, as the Company and Truist agreed. Truist received a commission from the Company of up to 1.00% of the gross sales price of any shares sold through or to Truist under the 2023 Equity Distribution Agreement. During the three months ended March 31, 2025, the Company did not issue or sell any shares of common stock through ATM offerings. Distributions The Company has adopted a DRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. The shares distributed by the Transfer Agent in the Company’s DRIP are either through (i) newly issued shares or (ii) acquired by the Transfer Agent through the purchase of outstanding shares on the open market. If, on the payment date for any distribution, the most recently computed NAV per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the Transfer Agent will invest the distribution amount in newly issued shares. Otherwise, the Transfer Agent will invest the dividend amount in shares acquired by purchasing shares on the open market. The following table summarizes the distributions declared on shares of the Company’s common stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP:
* In accordance with the Company’s DRIP, shares were purchased in the open market. Common Stock Repurchase Plan On August 8, 2024, the Board of Directors approved and authorized a 10b5-1 stock repurchase program which allows the Company to repurchase up to $75,000 of shares of the Company’s common stock if the stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. On June 13, 2025, the Company entered into a 10b5-1 stock repurchase plan (the “2025 10b5-1 Plan”) with Georgeson Securities Corporation (“Georgeson”) for repurchases of the Company’s common stock during the period from June 16, 2025 through June 13, 2026. Unless extended by the Board, the 2025 10b5-1 Plan will terminate 12 months from the date it was entered into. Under the 2025 10b5-1 Plan, no purchases are permitted to be made if such purchases would cause the Company’s Debt/Equity Ratio to exceed the lower of (a) 1.20 or (b) the Maximum Debt/Equity Ratio. In the 2025 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities less cash and investments in affiliated money market funds divided by net assets, as of the most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and committed uncalled debt less cash and investments in affiliated money market funds divided by net assets, as of the most recent reported financial statement end date. Purchases under the 2025 10b5-1 Plan are required to be conducted on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and other applicable securities laws. Any repurchase by the Company of its common stock under any 10b5-1 plan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might have existed in the open market. For the three months ended March 31, 2026, the Company did not repurchase any of its shares. For the three months ended March 31, 2025, there was no 10b5-1 stock repurchase plan in effect. |
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