v3.26.1
Debt and Foreign Currency Transactions and Translations - Summary of Average and Maximum Debt Outstanding and Interest and Debt Issuance Cost (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Debt Instrument [Line Items]    
Average debt outstanding $ 10,277,951 $ 5,202,461
Maximum amount of debt outstanding $ 11,111,231 $ 6,399,200
Weighted average annualized interest cost [1] 5.96% 6.88%
Annualized amortized debt issuance cost 0.22% 0.21%
Total annualized interest cost 6.18% 7.09%
Average 1-month SOFR Rate    
Debt Instrument [Line Items]    
Average 1-month SOFR rate 3.68% 4.30%
[1] Includes the stated interest expense for all facilities and commitment fees on the unused portions of the Senior Secured Facility and SPV Financing Facilities, and net interest on interest rate swaps entered into qualifying hedge accounting relationships. Commitment fees for the three months ended March 31, 2026 and 2025 were $3,365 and $3,230, respectively.

 

The components of interest expense for the three months ended March 31, 2026 and 2025 were as follows:

 

 

Three Months Ended March 31,

 

2026

 

2025

Borrowing interest expense

$

151,573

 

$

86,705

Facility unused fees

 

3,365

 

 

3,230

Amortization of financing costs and debt issuance costs

 

5,030

 

 

2,666

Gain (loss) from interest rate swaps accounted for as hedges and related hedged items

 

 

 

 

 

Interest rate swaps

 

31,639

 

 

(60,530)

Hedged items

 

(32,697)

 

 

60,065

Total interest expense

$

158,910

 

$

92,136

 

Senior Secured Facility

On March 11, 2022, the Company entered into a senior secured, multi-currency, revolving credit facility (the "Senior Secured Facility") with JPMorgan Chase Bank, N.A. The aggregate lender commitments under the Senior Secured Facility on March 11, 2022 were $1.835 billion. On June 7, 2022, the Company entered into an amendment to its Senior Secured Facility to increase the multicurrency commitments from $1.835 billion to $2.085 billion. The Company may seek additional commitments from new and existing lenders in the future, up to an aggregate facility size not to exceed approximately $2.753 billion. The scheduled maturity date of the Senior Secured Facility was March 11, 2027. The Senior Secured Facility included usual and customary events of default for senior secured revolving credit facilities of this type. On October 12, 2023, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.085 billion to $2.185 billion and the Senior Secured Facility’s "accordion" feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $2.753 billion to approximately $3.278 billion.

 

The final maturity date under the Senior Secured Facility was extended by over one year from March 11, 2027 to October 12, 2028. The covenants and representations and warranties the Company is required to comply with were also modified (with changes including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remained substantially the same. The Senior Secured Facility continued to include usual and customary events of default for senior secured revolving credit facilities of this type.

On October 17, 2024, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.185 billion to $2.740 billion and the Senior Secured Facility’s "accordion" feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $3.278 billion to $4.110 billion. The final maturity date under the Senior Secured Facility was extended by over one year from October 12, 2028 to October 17, 2029. The covenants and representations and warranties the Company is required to comply with were also modified (with changes including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remained substantially the same. The Senior Secured Facility continued to include usual and customary events of default for senior secured revolving credit facilities of this type.

On August 12, 2025, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.740 billion to $3.453 billion and the Senior Secured Facility’s "accordion" feature that allows the Company to increase the size of the Senior Secured Facility increased from $4.110 billion to $5.180 billion. The final maturity date under the Senior Secured Facility was extended by under one year from October 17, 2029 to August 12, 2030. The unused commitment fee was reduced from 0.375% to 0.325%. The covenants and representations and warranties the Company is required to comply with were also modified (with changes including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remained substantially the same. The Senior Secured Facility continues to include usual and customary events of default for senior secured revolving credit facilities of this type.

 

On March 6, 2026, the Company utilized the accordion feature of the Senior Secured Facility and increased lender commitments from $3.453 billion to $3.828 billion.

Loans under the Senior Secured Facility denominated in US dollars will bear interest, at the Company’s option, at the base rate plus a spread of 0.525%, 0.650% or 0.775% or the term Secured Overnight Financing Rate ("SOFR") rate plus a credit spread adjustment of 0.10% and spread of 1.525%, 1.650% or 1.775%, in each case, with such spread being determined based on the total amount of the gross borrowing base relative to the total combined debt amount, as of the date of determination. Loans under the Senior Secured Facility denominated in currencies other than US dollars will bear interest at certain local rates consistent with market standards. Interest on loans denominated in U.S. dollars is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of the applicable interest period in the case of loans bearing interest at the term SOFR rate (or at each three month interval in the case of loans with interest periods greater than three months). Interest on loans denominated in currencies other than US dollars is due and payable in a manner consistent with market standards. The Company is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for credit facilities of this size and type.

The Company’s obligations to the lenders under the Senior Secured Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Senior Secured Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for senior secured revolving credit facilities of this type. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio (calculated on a basis consistent with the 1940 Act).

The Senior Secured Facility contains usual and customary events of default for senior secured revolving credit facilities of this type. Upon the occurrence and during the continuation of an event of default, JPMorgan Chase Bank, N.A. may terminate the commitments and declare the outstanding advances and all other obligations under the Senior Secured Facility immediately due and payable.

The Senior Secured Facility also provides for the issuance of letters of credit up to an aggregate amount of $200 million. As of March 31, 2026 and December 31, 2025, the Company had $25,893 and $23,735, respectively, in standby letters of credit issued through the Senior Secured Facility. The amount available for borrowing under the Senior Secured Facility is reduced by any standby letters of credit issued through the Senior Secured Facility. Under GAAP, these letters of credit are considered commitments because no funding has been made and as such are not considered a liability. These letters of credit are not senior securities because they are not in the form of a typical financial guarantee and the portfolio companies are obligated to refund any drawn amounts. The available remaining capacity under the Senior Secured Facility was $3,735,646 and $3,157,068 as of March 31, 2026 and December 31, 2025, respectively. Terms used in this disclosure have the meanings set forth in the Senior Secured Facility agreement.

 

As of March 31, 2026, the Company was in compliance with all covenants and other requirements of the Senior Secured Facility.

 

SPV Financing Facilities

 

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Cardinal Funding LLC, Mallard Funding LLC, Grouse Funding LLC, Warbler Funding Facility, Toucan Funding LLC and Bald Eagle Funding LLC, which are collectively referred to as the "SPVs," and the secured financing facilities described below are collectively referred to as the "SPV Financing Facilities."

 

The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.

 

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

 

As of March 31, 2026, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

 

Cardinal Funding LLC

 

On January 7, 2022 (the "Cardinal Closing Date"), Cardinal Funding LLC ("Cardinal Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit and Security Agreement (the "Cardinal Funding Secured Credit Facility"), with Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

 

The maximum principal amount of the Cardinal Funding Secured Credit Facility as of the Cardinal Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Cardinal Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Amounts drawn under the Cardinal Funding Secured Credit Facility, will bear interest at the Term SOFR Reference Rate, the Canadian Dollar Offered Rate ("CDOR"), Sterling Overnight Index Average ("SONIA") Rate, or the Euro Interbank Offered Rate ("EURIBOR"), all together (the "Applicable Reference Rate"), in each case, plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 1.70%. Advances used to finance the purchase or origination of private credit loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.20%. Advances used to finance the purchase or origination of any other eligible loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.45%. After the expiration of a three-year reinvestment period, the applicable margin on outstanding advances will be increased by 0.50% per annum. All amounts outstanding under the Cardinal Funding Secured Credit Facility must be repaid by the date that is five years after the Cardinal Closing Date of the Cardinal Funding Secured Credit Facility. The contractual maturity date of the Cardinal Funding Secured Credit Facility is January 7, 2027.

 

On April 7, 2022, Cardinal Funding, entered into Amendment No. 1 (the "First Cardinal Funding Amendment"), by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

 

The First Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the additional aggregate commitment size which Cardinal Funding can request from the lenders under the Cardinal Funding Secured Credit Facility from $750 million to $1.350 billion, (ii) add a new revolving lender to the Cardinal Funding Secured Credit Facility and (iii) allow Cardinal Funding to finance bonds under the Cardinal Funding Secured Credit Facility. Advances used to finance bonds under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.0%.

 

On December 9, 2022, Cardinal Funding entered into Amendment No. 4 (the "Fourth Cardinal Funding Amendment") by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

 

The Fourth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the aggregate commitment under the Cardinal Funding Secured Credit Facility from $500 million to $800 million and (ii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility.

 

Advances made with respect to "Private Credit Loans" (as defined in the Cardinal Funding Secured Credit Facility) will, prior to the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 2.75% and, following the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 3.25%.

 

On July 19, 2024, Cardinal Funding entered into Amendment No. 6 (the "Sixth Cardinal Funding Amendment") by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

 

The Sixth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to, among other things, (i) extend the end of the revolving period to July 19, 2027, (ii) extend the maturity date to July 19, 2029 and (iii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility to (x) with respect to broadly syndicated loans and bonds, the applicable reference rate plus a spread of 1.60% and (y) for private credit loans and all other assets, the applicable reference rate plus a spread that varies depending on the discount margin for such assets, as calculated by the administrative agent on a quarterly basis.

 

On December 8, 2025, Cardinal Funding entered into Amendment No. 7 (the "Seventh Cardinal Funding Amendment") by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders party thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.

 

The Seventh Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the aggregate commitment under the Cardinal Funding Secured Credit Facility from $800 million to $1.200 billion, (ii) extend the revolving period, to on or about January 8, 2029, (iii) extend the maturity date, to on or about January 8, 2031, (iv) modify the interest rate charged under the Cardinal Funding Secured Credit Facility on advances, prior to the Commitment Termination Date, to the applicable reference rate plus a spread of the greater of (a) 1.70% per annum and (b) in respect of (x) broadly syndicated loans and bonds, 1.45% per annum and (y) a private credit loans and all other assets, 1.85% per annum, and (v) modify the Maximum Advance Rate (a) if the Diversity Score is 20 or greater and less than 25, to 67.5% and (b) if the Diversity Score is 25 or greater, to 70%.

 

Mallard Funding LLC

 

On January 7, 2022 (the "Mallard Closing Date"), Mallard Funding LLC ("Mallard Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Servicing Agreement (the "Mallard Funding Loan and Servicing Agreement"), with Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian.

 

The maximum principal amount of the Mallard Funding Loan and Servicing Agreement as of the Mallard Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Mallard Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Under the Mallard Funding Loan and Servicing Agreement, Mallard Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Mallard Funding Loan and Servicing Agreement, will bear interest at Adjusted Term SOFR, the CDOR, Daily Simple SONIA or the EURIBOR (the "Mallard Funding Applicable Reference Rate"), in each case, plus a margin.

 

 

Advances used to finance the purchase or origination of broadly syndicated loans under the Mallard Funding Loan and Servicing Agreement initially bore interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) during the nine months subsequent to the Mallard Closing Date (the "Ramp-Up Period"), 1.60%, (y) after the end of the Ramp-Up Period and prior to the Mallard Funding Commitment Termination Date (as defined by the Mallard Funding Loan and Servicing Agreement), 2.00% and (z) after the Mallard Funding Commitment Termination Date, 2.25%.

 

Advances used to finance the purchase or origination of middle market loans under the Mallard Funding Loan and Servicing Agreement initially bore interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) prior to the Mallard Funding Commitment Termination Date, 2.00% and (y) after the Mallard Funding Commitment Termination Date, 2.25%. All amounts outstanding under the Mallard Funding Loan and Servicing Agreement must be repaid by the date that is five years after the Mallard Closing Date of the Mallard Funding Loan and Servicing Agreement. The contractual maturity date under the Mallard Funding Loan and Servicing Agreement is January 7, 2027.

 

On March 18, 2022, Mallard Funding entered into Amendment No. 1 (the "First Mallard Funding Amendment"), by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and as transferor, each lender party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian. The First Mallard Funding Amendment amended the Mallard Funding Loan and Servicing Agreement to (i) allow Mallard Funding to borrow amounts in Australian dollars and (ii) allow amounts drawn to bear interest at the BBSY Rate.

 

On September 19, 2024, Mallard Funding entered into the Fourth Amendment (the "Fourth Mallard Funding Credit Facility Amendment") to the Mallard Funding Loan and Servicing Agreement, dated as of January 7, 2022, by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, collateral custodian and account bank.

 

The Fourth Mallard Funding Credit Facility Amendment amended the Mallard Funding Loan and Servicing Agreement to, among other things, (i) extend the end of the revolving period to September 20, 2027, (ii) extend the maturity date to September 19, 2029 and (iii) modify the interest rate charged under the Mallard Funding Loan and Servicing Agreement to (x) during the Reinvestment Period, 2.00% and (y) during the Amortization Period, 2.25%.

 

On November 25, 2025, Mallard Funding entered into the Sixth Amendment (the "Sixth Mallard Funding Credit Facility Amendment") to the Mallard Funding Loan and Servicing Agreement, dated as of January 7, 2022, by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, collateral custodian and account bank.

 

The Sixth Mallard Funding Credit Facility Amendment amends the Mallard Funding Loan and Servicing Agreement to, among other things, (i) increase the maximum facility size from $500 million to $900 million, (ii) extend the end of the revolving period to September 20, 2027 to November 27, 2028, (iii) extend the maturity date from September 19, 2029 to November 25, 2030, (iv) modify the interest rate charged under the Mallard Funding Loan and Servicing Agreement to (x) decrease the applicable margin during the revolving period to (x) 1.60% for all liquid credit loan assets and (y) 1.85% for all private credit assets, provided that the total applicable margin is not less than 1.80% per annum and (v) increase the maximum portfolio advance rate from 65% to 67.5%.

 

Grouse Funding LLC

 

On July 7, 2022 (the "Grouse Closing Date"), Grouse Funding LLC ("Grouse Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the "Grouse Funding Secured Credit Facility"), with Grouse Funding, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral agent and collateral custodian, and Virtus Group, LP, as collateral administrator.

 

From time to time, the Company expects to sell and contribute certain investments to Grouse Funding pursuant to a Sale and Contribution Agreement, dated as of the Grouse Closing Date, by and between the Company and Grouse Funding. No gain or loss will be recognized as a result of the contribution. Proceeds from the Grouse Funding Secured Credit Facility will be used to finance the origination and acquisition of eligible assets by Grouse Funding, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by Grouse Funding through our ownership of Grouse Funding. The maximum principal amount of the Grouse Funding Secured Credit Facility as of the Grouse Closing Date is $250 million, which can be drawn in U.S. Dollars subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Grouse Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

 

 

The Grouse Funding Secured Credit Facility provides for the ability to draw and redraw revolving loans under the Grouse Funding Secured Credit Facility for a period of up to three years after the Grouse Closing Date unless the commitments are terminated sooner as provided in the Grouse Funding Secured Credit Facility (the "Commitment Termination Date"). Unless otherwise terminated, the Grouse Funding Secured Credit Facility will mature on the date which is five years after the Grouse Closing Date (the "Final Maturity Date"). Prior to the Commitment Termination Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Commitment Termination Date but prior to the Final Maturity Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Grouse Funding Secured Credit Facility, and the excess may be returned to the Company, subject to certain conditions. On the Final Maturity Date, Grouse Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

 

Under the Grouse Funding Secured Credit Facility, Grouse Funding is permitted to borrow amounts in U.S. dollars. Amounts drawn under the Grouse Funding Secured Credit Facility will bear interest at Term SOFR plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.40%, except that following the application of a rebate amount the spread on broadly syndicated loans shall be 1.85%. Advances used to finance the purchase or origination of bonds or loans that are not broadly syndicated loans, that in either case have an EBITDA of $100 million or above, under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.15%. Advances used to finance the purchase or origination of any other eligible loans or bonds under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.40%. The Grouse Funding Secured Credit Facility contains customary covenants, including certain limitations on the activities of Grouse Funding, including limitations on incurrence of incremental indebtedness, and customary events of default. The Grouse Funding Secured Credit Facility is secured by a perfected first priority security interest in the assets of Grouse Funding and on any payments received by Grouse Funding in respect of those assets. Assets pledged to the lenders under the Grouse Funding Secured Credit Facility will not be available to pay the debts of the Company.

 

On January 30, 2025 (the "First Grouse Funding Amendment Date"), Grouse Funding entered into the First Amendment (the "First Grouse Credit Facility Amendment") to the Grouse Funding Secured Credit Facility, dated as of July 7, 2022, by and among Grouse Funding, as borrower, the Company, as investment manager and as guarantor, the lenders from time to time party thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral custodian and collateral agent, and Virtus Group, LP, as collateral administrator.

 

The First Grouse Credit Facility Amendment amends the Grouse Funding Secured Credit Facility to, among other things, (i) reduce the interest charges on the loans, (ii) increase the maximum commitment amount to $500 million, (iii) extend the reinvestment period to three years after the First Grouse Funding Amendment Date and (iv) extend the scheduled maturity date to five years after the First Grouse Funding Amendment Date.

 

On March 12, 2026 (the "Second Grouse Funding Amendment Date"), Grouse Funding entered into the Second Amendment (the "Second Grouse Credit Facility Amendment") to the Grouse Funding Secured Credit Facility, dated as of July 7, 2022, by and among Grouse Funding, as borrower, the Company, as investment manager and as guarantor, the lenders from time to time party thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral custodian and collateral agent, and Virtus Group, LP, as collateral administrator.

 

The Second Grouse Credit Facility Amendment amends the Grouse Funding Secured Credit Facility to, among other things, (i) increase the maximum facility amount from $500 million to $1.000 billion, (ii) extend the reinvestment period from January 30, 2028 to the date that is three years after the Second Grouse Funding Amendment Date, and (iii) extend the maturity period from January 30, 2030 to the date that is five years after the Second Grouse Funding Amendment Date.

 

Warbler Funding LLC

 

On October 10, 2025 (the "Warbler Funding Closing Date"), Warbler Funding LLC ("Warbler Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Security Agreement (the "Warbler Funding Loan and Security Agreement"), with Warbler Funding, as borrower, the Company, in its capacity as equity holder, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent.

 

 

From time to time, the Company expects to sell and contribute certain investments to Warbler Funding pursuant to a Loan Sale Agreement, dated as of the Warbler Funding Closing Date, by and between the Company and Warbler Funding. No gain or loss will be recognized as a result of the contribution. Proceeds from the Warbler Funding Loan and Security Agreement will be used to finance the origination and acquisition of eligible assets by Warbler Funding, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Warbler Funding through our ownership of Warbler Funding. The maximum principal amount of the Warbler Funding Loan and Security Agreement as of the Warbler Funding Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Warbler Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The Warbler Funding Loan and Security Agreement contains an accordion provision that permits an increase to the maximum principal amount up to $650 million.

 

The Warbler Funding Loan and Security Agreement provides for the ability to draw and redraw revolving loans under the Warbler Funding Loan and Security Agreement for a period of up to three years after the Warbler Funding Closing Date unless the commitments are terminated sooner as provided in the Warbler Funding Loan and Security Agreement (the "Warbler Funding Commitment Termination Date"). Unless otherwise terminated, the Warbler Funding Loan and Security Agreement will mature on the date which is five years after the Warbler Funding Closing Date (the "Warbler Funding Final Maturity Date"). Prior to the Warbler Funding Commitment Termination Date, proceeds received by Warbler Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Warbler Funding Commitment Termination Date but prior to the Warbler Funding Final Maturity Date, proceeds received by Warbler Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Warbler Funding Loan and Security Agreement, and the excess may be returned to the Company, subject to certain conditions. On the Warbler Funding Final Maturity Date, Warbler Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

 

Under the Warbler Funding Loan and Security Agreement, Warbler Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Warbler Funding Loan and Security Agreement, will bear interest, depending on the currency drawn, at Daily Simple SOFR, Term CORRA, Daily Simple SONIA or EURIBOR (the "Warbler Funding Applicable Reference Rate"), in each case, plus a margin of 1.90%. The Warbler Funding Loan and Security Agreement contains customary covenants, including certain limitations on the activities of Warbler Funding, including limitations on incurrence of incremental indebtedness and customary events of default. The Warbler Funding Loan and Security Agreement is secured by a perfected first priority security interest in the assets of Warbler Funding and on any payments received by Warbler Funding in respect of those assets. Assets pledged to the lenders under the Warbler Funding Loan and Security Agreement will not be available to pay the debts of the Company.

 

On February 10, 2026, Warbler Funding entered into Amendment No. 1 (the "First Warbler Funding Loan and Security Agreement Amendment") to the Warbler Funding Loan and Security Agreement, dated as of October 10, 2025, by and among Warbler Funding, as borrower, the Company, as collateral manager and as equityholder, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent.

 

The First Warbler Funding Loan and Security Agreement Amendment amends the Warbler Funding Loan and Security Agreement to (i) increase the maximum facility amount from $500 million to $1.000 billion and (ii) increase the minimum equity amount from $175 million to $300 million.

 

Toucan Funding LLC

 

On December 19, 2025 (the "Toucan Closing Date"), Toucan Funding LLC ("Toucan Funding"), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Revolving Credit and Security Agreement (the "Toucan Funding Credit Agreement"), with Toucan Funding, as borrower, the Company, in its capacity as collateral manager, the lenders from time to time parties thereto, Truist Bank, as administrative agent and swingline lender, Truist Securities, Inc., as lead arranger, Citibank, N.A., as collateral agent, document custodian and custodian, and Virtus Group, LP, as collateral administrator.

 

From time to time, the Company expects to sell and contribute certain investments to Toucan Funding pursuant to a Purchase and Contribution Agreement, dated as of the Toucan Closing Date, by and between the Company and Toucan Funding. No gain or loss will be recognized as a result of any such sale or contribution. Proceeds from the Toucan Funding Credit Agreement will be used to finance the origination and acquisition of eligible assets by Toucan Funding, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Toucan Funding through its ownership of Toucan Funding. The maximum principal amount of the Toucan Funding Credit Agreement as of the Toucan Closing Date is $600 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to a borrowing base, which is determined on the basis of the value and types of Toucan Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The Toucan Funding Credit Agreement contains an accordion provision that permits an increase to the maximum principal amount up to $1.000 billion.

 

 

 

The Toucan Funding Credit Agreement provides for the ability to draw and redraw revolving loans under the Toucan Funding Credit Agreement for a period of up to three years after the Toucan Closing Date unless the commitments are terminated sooner as provided in the Toucan Funding Credit Agreement (the "Toucan Funding Scheduled Reinvestment Period End Date"). Unless otherwise terminated, the Toucan Funding Credit Agreement will mature on the date which is five years after the Toucan Closing Date (the "Toucan Funding Final Maturity Date"). Prior to the Toucan Funding Scheduled Reinvestment Period End Date, proceeds received by Toucan Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Toucan Funding Scheduled Reinvestment Period End Date but prior to the Toucan Funding Final Maturity Date, proceeds received by Toucan Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Toucan Funding Credit Agreement, and the excess may be returned to the Company, subject to certain conditions. On the Toucan Funding Final Maturity Date, Toucan Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

 

Under the Toucan Funding Credit Agreement, Toucan Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Toucan Funding Credit Agreement, will bear interest, depending on the advance type, at the applicable benchmark rate (which, for U.S. dollar advances, is one-month Term SOFR), in each case, plus an applicable margin of 1.60% per annum, which applicable margin will increase by 0.125% per annum after the Toucan Funding Scheduled Reinvestment Period End Date. The Toucan Funding Credit Agreement contains customary covenants, including certain limitations on the activities of Toucan Funding, including limitations on incurrence of incremental indebtedness and customary events of default. The Toucan Funding Credit Agreement is secured by a perfected first priority security interest in the assets of Toucan Funding and on any payments received by Toucan Funding in respect of those assets. Assets pledged to the lenders under the Toucan Funding Credit Agreement will not be available to pay the debts of the Company.

 

Bald Eagle Funding LLC

 

On March 9, 2026 (the "Bald Eagle Closing Date"), Bald Eagle Funding LLC ("Bald Eagle Funding"), a Delaware limited liability company and newly formed wholly-owned subsidiary of the Company, entered into a credit agreement (the "Bald Eagle Funding Credit Agreement"), with Bald Eagle Funding, as borrower, Bank of America, N.A., as administrative agent (the "Bald Eagle Administrative Agent"), Citibank, N.A., as collateral agent and collateral custodian, Virtus Group, LP, as collateral administrator and the lenders party thereto (the "Bald Eagle Lenders"). From time to time Bald Eagle Funding expects to use amounts borrowed under the Bald Eagle Funding Credit Agreement to acquire eligible assets from the Company composed primarily of first priority corporate loans pursuant to the terms of the Bald Eagle Funding Loan Sale Agreement (as defined below), which may be pledged as collateral for future collateralized loan obligation transactions managed by the Company or its affiliates. The Company retains a residual interest in assets acquired by Bald Eagle Funding through its ownership of the limited liability company interests in Bald Eagle Funding. The maximum principal amount of the Bald Eagle Funding Credit Agreement, which can be drawn upon by Bald Eagle Funding subject to certain conditions in the Bald Eagle Funding Credit Agreement, is $500 million as of the Bald Eagle Closing Date.

 

The Bald Eagle Funding Credit Agreement, which provides for the ability to draw and re-draw revolving loans, will mature on the date which is three years after the Bald Eagle Closing Date unless otherwise terminated or extended. Amounts drawn under the Bald Eagle Funding Credit Agreement will bear interest at the daily secured overnight financing rate published by the Federal Reserve Bank of New York plus a spread of 1.35%.

 

Pursuant to a collateral management agreement dated as of the Bald Eagle Closing Date (the "Bald Eagle Funding Collateral Management Agreement"), by and between Bald Eagle Funding and the Company, the Company was appointed as collateral manager of Bald Eagle Funding. The Company is not entitled to receive a fee for its services under the Bald Eagle Funding Collateral Management Agreement.

 

Additionally, under the terms of a loan sale agreement dated as of the Bald Eagle Closing Date (the "Bald Eagle Funding Loan Sale Agreement") by and between Bald Eagle Funding and the Company, the Company transferred to Bald Eagle Funding a portion of its ownership interest in such loans, which were pledged to the Bald Eagle Lenders pursuant to the Bald Eagle Funding Credit Agreement.

 

CLO Transactions

 

ADS CLO 1 Debt Securitization

 

On October 9, 2024 (the "ADS CLO 1 Closing Date") the Company completed a $754.7 million term debt securitization (the "ADS CLO 1 Debt Securitization"). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.

 

On the ADS CLO 1 Closing Date and in connection with the ADS CLO 1 Debt Securitization, ADS CLO 1 LLC (the "ADS CLO 1 Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a Purchase and Placement Agency Agreement (the "ADS CLO 1 Purchase and Placement Agreement") with Morgan Stanley & Co. LLC, as the initial purchaser and placement agent, and Apollo Global Securities, LLC, as co-placement agent, pursuant to which the Issuer agreed to sell certain of the notes to the initial purchaser to be issued as part of the ADS CLO 1 Debt Securitization pursuant to an indenture by and between the ADS CLO 1 Issuer and Deutsche Bank National Trust Company, as trustee (the "ADS CLO 1 Indenture").

 

 

 

The notes offered in the ADS CLO 1 Debt Securitization consist of $450 million of AAA(sf)/Aaa(sf) Class A-1 Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.35% (the "Class A-1 Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.80% (the "Class A-2 Notes"); $112.5 million of A(sf) Class B Senior Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.15% (the "Class B Notes"); $45 million of BBB-(sf) Class C Senior Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 3.35% (the "Class C Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the "ADS CLO 1 Secured Notes"). Additionally, on the ADS CLO 1 Closing Date, the CLO Issuer issued $117.2 million of Subordinated Notes due 2036 (the "ADS CLO 1 Subordinated Notes" and, collectively with the Secured Notes, the "ADS CLO 1 Notes"), which do not bear interest.

 

The ADS CLO 1 Debt Securitization is backed by a diversified portfolio of broadly syndicated commercial loans. The debt is scheduled to mature on October 15, 2036; however, the ADS CLO 1 Notes may be redeemed by the ADS CLO 1 Issuer, at the direction of ADS CLO 1 Depositor LLC ("ADS CLO 1 Retention Holder"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the ADS CLO 1 Subordinated Notes, on any business day after October 15, 2026. The ADS CLO 1 Retention Holder acts as retention holder in connection with the ADS CLO 1 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the ADS CLO 1 Subordinated Notes. The Company, through the ADS CLO 1 Retention Holder, has retained 100% of the Class A-2 Notes, the Class B Notes, the Class C Notes and the ADS CLO 1 Subordinated Notes issued in the ADS CLO 1 Debt Securitization.

 

The ADS CLO 1 Issuer intends to use the proceeds from the ADS CLO 1 Debt Securitization to, among other things, purchase certain loans ("ADS CLO 1 Collateral Obligations") from time to time on and after the ADS CLO 1 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADS CLO 1 Closing Date (the "ADS CLO 1 Loan Sale Agreement") among the Company, the ADS CLO 1 Retention Holder and the ADS CLO 1 Issuer. Under the terms of the ADS CLO 1 Loan Sale Agreement that provide for the sale of ADS CLO 1 Collateral Obligations to the ADS CLO 1 Issuer, the Company will transfer to the ADS CLO 1 Retention Holder, and the ADS CLO 1 Retention Holder will transfer to the ADS CLO 1 Issuer, a portion of its ownership interest in the ADS CLO 1 Collateral Obligations securing the ADS CLO 1 Debt Securitization for the purchase price and other consideration set forth in the ADS CLO 1 Loan Sale Agreement from time to time on and after the ADS CLO 1 Closing Date. Following these transfers, ADS CLO 1 Issuer, and not the ADS CLO 1 Retention Holder or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the ADS CLO 1 Loan Sale Agreement. The ADS CLO 1 Secured Notes are the secured obligation of the ADS CLO 1 Issuer, the ADS CLO 1 Subordinated Notes are the unsecured obligations of the ADS CLO 1 Issuer, and the ADS CLO 1 Indenture governing the ADS CLO 1 Notes include customary covenants and events of default. The ADS CLO 1 Notes have not been, and will not be, registered under the Securities Act or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

 

The Company serves as collateral manager to the ADS CLO 1 Issuer under a collateral management agreement entered into on the ADS CLO 1 Closing Date (the "ADS CLO 1 Collateral Management Agreement"). Pursuant to the ADS CLO 1 Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.

 

ADL CLO 1 Debt Securitization

 

On May 28, 2025 (the "ADL CLO 1 Closing Date"), the Company completed a $496 million term debt securitization (the "ADL CLO 1 Debt Securitization").

 

In connection with the ADL CLO 1 Debt Securitization, a credit facility entered into on February 18, 2025 among the ADL CLO 1 Issuer (f/k/a Bluejay Funding LLC), the Company, as collateral manager and equity investor and BNP Paribas, as administrative agent and lender, proceeds from which were used to fund the acquisition of certain ADL CLO 1 Collateral Obligations, was paid in full and terminated.


On the ADL CLO 1 Closing Date and in connection with the ADL CLO 1 Debt Securitization, ADL CLO 1 LLC (the "
ADL CLO 1 Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a Purchase and Placement Agreement with BNP Paribas Securities Corp., as the initial purchaser (the "ADL CLO 1 Initial Purchaser") and Apollo Global Securities, LLC, as co-placement agent, pursuant to which the ADL CLO 1 Issuer agreed to sell certain of the notes to the ADL CLO 1 Initial Purchaser issued as part of the ADL CLO 1 Debt Securitization pursuant to an indenture by and between the ADL CLO 1 Issuer and U.S. Bank Trust Company, National Association, as collateral trustee (the "ADL CLO 1 Indenture").

 

The notes issued as part of the ADL CLO 1 Debt Securitization consist of $126 million of AAA(sf)/AAA(sf) Class A-1a Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month secured overnight financing rate published by SOFR plus 1.67% (the "2025 Class A-1a Notes"); $10 million of AAA(sf)/AAA(sf) Class A-1b Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.90% (the "2025 Class A-1b Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 2.10% (the "2025 Class A-2 Notes"); $40 million of A(sf) Class B Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 3.15% (the "2025 Class B Notes"); $30 million of BBB-(sf) Class C Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 4.50% (the "2025 Class C Notes" and together with the 2025 Class A-1a Notes, the 2025 Class A-1b Notes, the 2025 Class A-2 Notes and the 2025 Class B Notes, the "ADL CLO 1 Secured Notes"). Additionally, on the ADL CLO 1 Closing Date, the ADL CLO 1 CLO Issuer issued $86 million of Subordinated Notes due 2125 (the "ADL CLO 1 Subordinated Notes"), which do not bear interest. The ADL CLO 1 Secured Notes together with the 2025 Subordinated Notes are collectively referred to herein as the "ADL CLO 1 Notes."

 

 

Additionally, the ADL CLO 1 Issuer incurred certain loans as part of the ADL CLO 1 Debt Securitization, consisting of $114 million of AAA(sf)/AAA(sf) Class A-1a-L1 Loans due 2037, which bear interest at the three-month SOFR plus 1.67% (the "2025 Class A-1a-L1 Loans"); $50 million of AAA(sf)/AAA(sf) Class A-1a-L2 Loans due 2037, which bear interest at the three-month SOFR plus 1.67% (the "2025 Class A-1a-L2 Loans"); and $10 million of AAA(sf) Class A-1b Loans due 2037, which bear interest at the three-month SOFR plus 1.90% (the "2025 Class A-1b Loans" and together with the 2025 Class A-1a-L1 Loans and the 2025 Class A-1a-L2 Loans, the "ADL CLO 1 Loans" and the ADL CLO 1 Loans together with the ADL CLO 1 Secured Notes, the "ADL CLO 1 Secured Debt" and ADL CLO 1 Secured Debt together with the ADL CLO 1 Subordinated Notes, the "ADL CLO 1 Debt") incurred by the ADL CLO 1 Issuer on the ADL CLO 1 Closing Date. The (i) 2025 Class A-1a-L1 Loans were incurred pursuant to a Class A-1a-L1 Credit Agreement among the 2025 CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "Class A-1a-L1 Credit Agreement"), (ii) 2025 Class A-1a-L2 Loans were incurred pursuant to a Class A-1a-L2 Credit Agreement among the 2025 CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "Class A-1a-L2 Credit Agreement"), and (iii) 2025 Class A-1b Loans were incurred pursuant to a Class A-1b Credit Agreement among the 2025 CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "Class A-1b Credit Agreement" and together with the Class A-1a-L1 Credit Agreement and the Class A-1a-L2 Credit Agreement, the "ADL CLO 1 Credit Agreements").

 

The ADL CLO 1 Debt Securitization is backed by a diversified portfolio consisting primarily of first-lien commercial loans. The ADL CLO 1 Secured Debt is scheduled to mature on July 15, 2037 and the ADL CLO 1 Subordinated Notes are scheduled to mature on July 15, 2125; however, the ADL CLO 1 Debt may be redeemed by the ADL CLO 1 Issuer, at the direction of ADL CLO 1 Depositor LLC (the "ADL CLO 1 Retention Provider"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the ADL CLO 1 Subordinated Notes, on any business day on or after May 28, 2027. The ADL CLO 1 Retention Provider acts as retention holder in connection with the ADL CLO 1 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the ADL CLO 1 Subordinated Notes. The Company, through the ADL CLO 1 Retention Provider, has retained 100% of the 2025 Class B Notes, the 2025 Class C Notes and the ADL CLO 1 Subordinated Notes issued in the ADL CLO 1 Debt Securitization.

 

The ADL CLO 1 CLO Issuer intends to use the proceeds from the ADL CLO 1 Debt Securitization to, among other things, purchase certain loans ("ADL CLO 1 Collateral Obligations") from time to time on and after the ADL CLO 1 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADL CLO 1 Closing Date (the "ADL CLO 1 Loan Sale Agreement") among the Company, the ADL CLO 1 Retention Provider and the ADL CLO 1 Issuer. Under the terms of the ADL CLO 1 Loan Sale Agreement that provide for the sale of ADL CLO 1 Collateral Obligations to the ADL CLO 1 Issuer, the Company will transfer to the ADL CLO 1 Retention Provider, and the ADL CLO 1 Retention Provider will transfer to the ADL CLO 1 Issuer, a portion of its ownership interest in the ADL CLO 1 Collateral Obligations securing the ADL CLO 1 Debt Securitization for the purchase price and other consideration set forth in the ADL CLO 1 Loan Sale Agreement from time to time on and after the ADL CLO 1 Closing Date. Following these transfers, the ADL CLO 1 Issuer, and not the ADS CLO 1 Retention Provider or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the ADL CLO 1 Loan Sale Agreement.

 

The ADL CLO 1 Secured Debt is the secured obligation of the ADL CLO 1 Issuer, the ADL CLO 1 Subordinated Notes are the unsecured obligations of the ADL CLO 1 Issuer, and the ADL CLO 1 Indenture and the ADL CLO 1 Credit Agreements governing the ADL CLO 1 Debt include customary covenants and events of default. The ADL CLO 1 Debt has not been, and will not be, registered under the Securities Act or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

 

ADS CLO 2 Debt Securitization

 

On August 12, 2025 (the "ADS CLO 2 Closing Date"), the Company completed a $502.1 million term debt securitization (the "ADS CLO 2 Debt Securitization").

 

In connection with the ADS CLO 2 Debt Securitization, a credit facility entered into on March 25, 2025 among the ADS CLO 2 Issuer (f/k/a Barn Owl Funding LLC), the Company, as collateral manager and subordinated investor and Bank of America, N.A., as lender, proceeds from which were used to fund the acquisition of certain ADS CLO 2 Collateral Obligations, was paid in full and terminated.

 

On the ADS CLO 2 Closing Date and in connection with the ADS CLO 2 Debt Securitization, ADS CLO 2 LLC (the "ADS CLO 2 Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a note purchase and placement agreement with BofA Securities, Inc., as the initial purchaser (the "ADS CLO 2 Initial Purchaser") and Apollo Global Securities, LLC, as placement agent, pursuant to which the ADS CLO 2 Issuer agreed to sell certain of the notes to the ADS CLO 2 Initial Purchaser issued as part of the ADS CLO 2 Debt Securitization pursuant to an indenture by and between the ADS CLO 2 Issuer and U.S. Bank Trust Company, National Association, as trustee (the "ADS CLO 2 Indenture").

 

The notes issued as part of the ADS CLO 2 Debt Securitization consist of $300 million of AAA(sf)/Aaa(sf) Class A-1 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.30% (the "ADS CLO 2 Class A-1 Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.70% (the "ADS CLO 2 Class A-2 Notes"); $65 million of A(sf) Class B Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.80% (the "ADS CLO 2 Class B Notes"); $35 million of BBB-(sf) Class C Senior Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 2.75% (the "ADS CLO 2 Class C Notes" and together with the ADS CLO 2 Class A-1 Notes, the ADS CLO 2 Class A-2 Notes and the ADS CLO 2 Class B Notes, the "ADS CLO 2 Secured Notes"). Additionally, on the ADS CLO 2 Closing Date, the ADS CLO 2 Issuer issued $72.1 million of Subordinated Notes due 2037 (the "ADS CLO 2 Subordinated Notes"), which do not bear interest. The ADS CLO 2 Secured Notes together with the ADS CLO 2 Subordinated Notes are collectively referred to herein as the "ADS CLO 2 Notes".

 

The ADS CLO 2 Debt Securitization is backed by a diversified portfolio consisting primarily of first-priority commercial loans. The ADS CLO 2 Notes are scheduled to mature on July 15, 2037; however, the ADS CLO 2 Notes may be redeemed by the ADS CLO 2 Issuer, at the direction of ADS CLO 2 Depositor LLC (the "ADS CLO 2 Retention Provider"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the ADS CLO 2 Subordinated Notes, on any business day on or after July 15, 2027. The ADS CLO 2 Retention Provider acts as retention holder in connection with the ADS CLO 2 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the ADS CLO 2 Subordinated Notes. The Company, through the ADS CLO 2 Retention Provider, has retained 100% of the ADS CLO 2 Class B Notes, the ADS CLO 2 Class C Notes and the ADS CLO 2 Subordinated Notes issued in the ADS CLO 2 Debt Securitization.

 

The ADS CLO 2 Issuer intends to use the proceeds from the ADS CLO 2 Debt Securitization to, among other things, purchase certain loans ("ADS CLO 2 Collateral Obligations") from time to time on and after the ADS CLO 2 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADS CLO 2 Closing Date (the "ADS CLO 2 Loan Sale Agreement") among the Company, the ADS CLO 2 Retention Provider and the ADS CLO 2 Issuer. Under the terms of the ADS CLO 2 Loan Sale Agreement that provide for the sale of ADS CLO 2 Collateral Obligations to the ADS CLO 2 Issuer, the Company will transfer to the ADS CLO 2 Retention Provider, and the ADS CLO 2 Retention Provider will transfer to the ADS CLO 2 Issuer, a portion of its ownership interest in the ADS CLO 2 Collateral Obligations securing the ADS CLO 2 Debt Securitization for the purchase price and other consideration set forth in the ADS CLO 2 Loan Sale Agreement from time to time on and after the ADS CLO 2 Closing Date. Following these transfers, the ADS CLO 2 Issuer, and not the ADS CLO 2 Retention Provider or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the ADS CLO 2 Loan Sale Agreement.

 

The ADS CLO 2 Secured Notes are the secured obligation of the ADS CLO 2 Issuer, the ADS CLO 2 Subordinated Notes are the unsecured obligations of the ADS CLO 2 Issuer, and the ADS CLO 2 Indenture governing the ADS CLO 2 Notes include customary covenants and events of default. The ADS CLO 2 Notes have not been, and will not be, registered under the Securities Act or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

 

The Company serves as collateral manager to the ADS CLO 2 Issuer under a collateral management agreement entered into on the ADS CLO 2 Closing Date (the "ADS CLO 2 Collateral Management Agreement"). Pursuant to the ADS CLO 2 Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.

 

ADL CLO 2 Debt Securitization

 

On October 29, 2025 (the "ADL CLO 2 Closing Date"), the Company completed a $702.2 million term debt securitization (the "ADL CLO 2 Debt Securitization"). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.

 

On the ADL CLO 2 Closing Date and in connection with the ADL CLO 2 Debt Securitization, ADL CLO 2 LLC (the "CLO Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, entered into a placement agency agreement (the "CLO Placement Agreement") with RBC Capital Markets, LLC, as the placement agent (the "Placement Agent") and Apollo Global Securities, LLC, as co-placement agent (the "Co-Placement Agent"), pursuant to which the Placement Agent and the Co-Placement Agent agreed to place certain of the notes issued by the CLO Issuer as part of the ADL CLO 2 Debt Securitization pursuant to an indenture by and between the CLO Issuer and U.S. Bank Trust Company, National Association, as collateral trustee (the "CLO Indenture").

 

The notes issued as part of the ADL CLO 2 Debt Securitization consist of $0 of AAA(sf) Class A-1a Senior Secured Floating Rate Notes due 2037, which bear interest at SOFR plus 1.45% (the "ADL CLO 2 Class A-1a Notes"); $14 million of AAA(sf) Class A-1b Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.65% (the "ADL CLO 2 Class A-1b Notes"); $30 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.85% (the "ADL CLO 2 Class A-2 Notes"); $56 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 2.20% (the "ADL CLO 2 Class B Notes"); $42 million of BBB-(sf) Class C Secured Deferrable Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 3.20% (the "ADL CLO 2 Class C Notes" and together with the Class A-1a Notes, the Class A-1b Notes, the Class A-2 Notes and the Class B Notes, the "ADL CLO 2 Secured Notes"). Additionally, on the ADL CLO 2 Closing Date, the CLO Issuer will issue $128.2 million of Subordinated Notes due 2125 (the "ADL CLO 2 Subordinated Notes"), which do not bear interest. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the "ADL CLO 2 Notes".

 

 

 

Additionally, the CLO Issuer incurred certain loans as part of the ADL CLO 2 Debt Securitization, consisting of $398.5 million of AAA(sf) Class A-1a-L1 Loans due 2037, which bear interest at the three-month SOFR plus 1.45% (the "ADL CLO 2 Class A-1a-L1 Loans"); $7.5 million of AAA(sf) Class A-1a-L2 Loans due 2037, which bear interest at the three-month SOFR plus 1.45% (the "ADL CLO 2 Class A-1a-L2 Loans"); $14 million of AAA(sf) Class A-1b Loans due 2037, which bear interest at the three-month SOFR plus 1.65% (the "ADL CLO 2 Class A-1b Loans"); and $12 million of AA(sf) Class A-2 Loans due 2037, which bear interest at the three-month SOFR plus 1.85% (the "ADL CLO 2 Class A-2 Loans", and together with the Class A-1a-L1 Loans, the Class A-1a-L2 Loans and the Class A-2 Loans, the "Loans" and the Loans together with the Secured Notes, the "Secured Debt" and Secured Debt together with the Subordinated Notes, the "Debt") incurred by the CLO Issuer on the ADL CLO 2 Closing Date. The (i) Class A-1a-L1 Loans were incurred pursuant to a Class A-1a-L1 Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-1a-L1 Credit Agreement"), (ii) Class A-1a-L2 Loans were incurred pursuant to a Class A-1a-L2 Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-1a-L2 Credit Agreement"), (iii) Class A-1b Loans were incurred pursuant to a Class A-1b Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-1b Credit Agreement"), and (iv) Class A-2 Loans were incurred pursuant to a Class A-2 Credit Agreement among the CLO Issuer, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee and the lenders party thereto (the "ADL CLO 2 Class A-2 Credit Agreement" and together with the Class A-1a-L1 Credit Agreement, the Class A-1a-L2 Credit Agreement and the Class A-1b Credit Agreement, the "CLO Credit Agreements").

 

The ADL CLO 2 Debt Securitization is backed by a diversified portfolio consisting primarily of first-lien commercial loans. The Secured Debt is scheduled to mature on October 15, 2037 and the Subordinated Notes are scheduled to mature on October 15, 2125; however, the Secured Debt may be redeemed by the CLO Issuer, at the direction of ADL CLO 2 Depositor LLC (the "CLO Retention Holder"), a wholly-owned, consolidated subsidiary of the Company, as owner of a majority of the Subordinated Notes, on any business day on or after October 15, 2027. The CLO Retention Holder acts as retention holder in connection with the ADL CLO 2 Debt Securitization for the purposes of satisfying certain U.S. regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company, through the CLO Retention Holder, has retained 100% of the Class B Notes, the Class C Notes and the Subordinated Notes issued in the ADL CLO 2 Debt Securitization.

 

The CLO Issuer intends to use the proceeds from the ADL CLO 2 Debt Securitization to, among other things, purchase certain loans ("Collateral Obligations") from time to time on and after the ADL CLO 2 Closing Date from the Company pursuant to a master loan sale agreement entered into on the ADL CLO 2 Closing Date (the "Loan Sale Agreement") among the Company, the CLO Retention Holder and the CLO Issuer. Under the terms of the Loan Sale Agreement that provide for the sale of Collateral Obligations to the CLO Issuer, the Company will transfer to the CLO Retention Holder, and the CLO Retention Holder will transfer to the CLO Issuer, a portion of its ownership interest in the Collateral Obligations securing the ADL CLO 2 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement from time to time on and after the ADL CLO 2 Closing Date. Following these transfers, the CLO Issuer, and not the CLO Retention Holder or the Company, will hold all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.

 

The Secured Debt is the secured obligation of the CLO Issuer, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and the CLO Credit Agreements governing the Secured Debt include customary covenants and events of default. The Secured Debt has not been, and will not be, registered under the Securities Act, or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

 

The Company serves as collateral manager to the CLO Issuer under a collateral management agreement entered into on the ADL CLO 2 Closing Date (the "Collateral Management Agreement"). Pursuant to the Collateral Management Agreement, so long as the Company is the collateral manager, the collateral management fee will equal 0.0% per annum of the fee basis amount.

 

 

Foreign Currency Transactions and Translations

The Company had the following foreign-denominated debt obligations outstanding as of March 31, 2026:

 

 

March 31, 2026

 

 

Original Principal Amount (Local)

 

Original Principal Amount (USD)

 

Principal Amount Outstanding

 

Unrealized Gain/(Loss)

 

Reset Date

European Euro

 

57,500

 

 

66,251

 

 

66,461

 

 

(210)

 

 

6/26/2026

European Euro

 

90,000

 

 

95,081

 

 

104,027

 

 

(8,946)

 

 

N/A

Total

 

 

147,500

 

 

161,332

 

 

170,488

 

 

(9,156)

 

 

 

 

The Company had the following foreign-denominated debt obligations outstanding as of December 31, 2025:

 

 

December 31, 2025

 

 

Original Principal Amount (Local)

 

Original Principal Amount (USD)

 

Principal Amount Outstanding

 

Unrealized Gain/(Loss)

 

Reset Date

British Pound

 

£

46,000

 

 

62,174

 

 

62,006

 

 

167

 

 

3/31/2026

European Euro

 

81,000

 

 

94,357

 

 

95,191

 

 

(834)

 

 

3/30/2026

European Euro

 

90,000

 

 

95,081

 

 

105,768

 

 

(10,687)

 

 

N/A

Total

 

 

217,000

 

 

251,612

 

 

262,965

 

 

(11,354)

 

 

 

 

Private Placement Bonds

 

2022 Series A Notes

 

On November 15, 2022, the Company priced an offering of $200 million in aggregate principal amount of Senior Unsecured Notes (the "2022 Series A Notes") to institutional investors in a private placement. The Notes are comprised of $62 million Senior Unsecured Notes due 2025 (the "December 2025 Notes"), $38 million Senior Unsecured Notes due 2026 (the "January 2026 Notes"), $82 million Senior Unsecured Notes due 2027 (the "December 2027 Notes"), and $18 million Senior Unsecured Notes due 2028 (the "January 2028 Notes"). The issuances of the 2022 Series A Notes occurred in two installments on December 21, 2022 and January 19, 2023. The December 2025 and January 2026 Notes have a fixed interest rate of 8.21% per annum and are due on December 21, 2025 and January 19, 2026, respectively. The December 2027 and January 2028 Notes have a fixed interest rate of 8.31% per annum and are due on December 21, 2027 and January 19, 2028, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the 2022 Series A Notes) in the event that, subject to certain exceptions, the 2022 Series A Notes cease to have an investment grade rating.

 

In connection with the 2022 Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the December 2025 Notes, the Company receives a fixed interest rate of 4.02% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $62 million of the 2025 Notes. Under the interest rate swap agreement related to the January 2026 Notes, the Company receives a fixed interest rate of 3.97% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $38 million of the 2026 Notes. Under the interest rate swap agreement related to the December 2027 Notes, the Company receives a fixed interest rate of 3.67% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $82 million of the 2027 Notes. Under the interest rate swap agreement related to the January 2028 Notes, the Company receives a fixed interest rate of 3.65% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $18 million of the 2028 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

On October 1, 2025 and November 4, 2025, the Company paid off the December 2025 Notes and January 2026 Notes, respectively. The December 2027 Notes and January 2028 Notes are still outstanding as of March 31, 2026.

 

 

 

2023 Series A Notes

 

On August 10, 2023, the Company priced an offering of $650 million in aggregate principal amount of Senior Unsecured Notes (the "2023 Series A Notes") to institutional investors in a private placement. The 2023 Series A Notes are comprised of $226 million Senior Unsecured Notes due September 28, 2026 (the "September 2026 Notes"), $325 million Senior Unsecured Notes due September 28, 2028 (the "September 2028 Notes"), and €90 million Senior Unsecured Notes due September 28, 2026 (the "September 2026 Euronotes"). The 2023 Series A Notes were issued on September 28, 2023. The September 2026 Notes, September 2028 Notes and September 2026 Euronotes have fixed interest rates of 8.54%, 8.62%, and 7.02% per annum, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating. These interest rates are subject to increase (up to a maximum increase of 1.50% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the Company’s secured debt ratio exceeds 60% up to August 31, 2024, and 55% subsequent to August 31, 2024. These interest rates are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating and the secured debt ratio event has occurred as disclosed above.

 

In connection with the 2023 Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the September 2026 Notes, the Company receives a fixed interest rate of 8.54% per annum and pays a floating interest rate of three-month SOFR + 4.18% per annum on $226 million of the 2026 Notes. Under the interest rate swap agreement related to the September 2028 Notes, the Company receives a fixed interest rate of 8.62% per annum and pays a floating interest rate of three-month SOFR + 4.56% per annum on $325 million of the September 2028 Notes. Under the interest rate swap agreement related to the September 2026 Euronotes, the Company receives a fixed interest rate of 7.02% per annum and pays a floating interest rate of ESTR + 3.72% per annum on €90 million of the September 2026 Euronotes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

Unsecured Notes

 

2029 Notes

 

On March 21, 2024, the Company and the Trustee entered into a First Supplemental Indenture (the "First Supplemental Indenture" and, together with the Base Indenture, the "March 2024 Indenture") related to the $650 million in aggregate principal amount of its 6.90% notes due 2029 (the "Existing 2029 Notes"), which supplements that certain Base Indenture.

 

On September 19, 2024, the Company issued an additional $350 million aggregate principal amount of 6.90% Notes due 2029 (the "New 2029 Notes" and, together with the Existing 2029 Notes, the "2029 Notes") under the March 2024 Indenture. The New 2029 Notes were issued at a price equal to 104.03% of the face value, plus accrued interest from March 21, 2024, resulting in an effective yield to maturity of 5.86%. The New 2029 Notes were issued as "Additional Notes" under the March 2024 Indenture and have identical terms to the Existing 2029 Notes, other than the issue date and the issue price. The New 2029 Notes will be treated as a single class of notes with the Existing 2029 Notes for all purposes under the March 2024 Indenture.

 

The 2029 Notes will mature on April 13, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2024 Indenture. The 2029 Notes bear interest at a rate of 6.90% per year payable semi-annually on April 13 and October 13 of each year, commencing on October 13, 2024. The 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

 

In connection with the 2029 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2029 Notes, the Company receives a fixed interest rate of 6.90% per annum and pays a floating interest rate of three-month SOFR + 2.71% per annum on $325 million of the 2029 Notes, the Company receives a fixed interest rate of 6.90% per annum and pays a floating interest rate of three-month SOFR + 2.70% per annum on $325 million of the 2029 Notes, and the Company receives a fixed interest rate of 5.86% per annum and pays a floating interest rate of three-month SOFR + 2.67% per annum on $350 million of the 2029 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

In January 2025, the Company exchanged $1.000 billion aggregate principal amount of 6.90% Notes due 2029 for $1.000 billion aggregate principal amount of 6.90% Notes due 2029 (the "2029 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2029 Exchange Notes have substantially the same terms as the 2029 Notes, except that the transfer restrictions and registration rights relating to the 2029 Notes do not apply to the 2029 Exchange Notes and the 2029 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.

 

2031 Notes

 

On July 29, 2024, the Company and the Trustee entered into a Second Supplemental Indenture (the "Second Supplemental Indenture" and together with the Base Indenture, the "July 2024 Indenture") related to the $600 million in aggregate principal amount of its 6.70% notes due 2031 (the "Existing 2031 Notes"), which supplements the Base Indenture.

 

On November 21, 2024, the Company issued an additional $400 million aggregate principal amount of 6.70% Notes due 2031 (the "New 2031 Notes" and, together with the Existing 2031 Notes, the "2031 Notes") under the July 2024 Indenture. The New 2031 Notes were issued at a price equal to 101.84% of the face value, plus accrued interest from July 29, 2024, resulting in an effective yield to maturity of 6.35%. The New 2031 Notes were issued as "Additional Notes" under the July 2024 Indenture and have identical terms to the Existing 2031 Notes, other than the issue date and the issue price. The New 2031 Notes will be treated as a single class of notes with the Existing 2031 Notes for all purposes under the July 2024 Indenture.

 

The 2031 Notes will mature on July 29, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the July 2024 Indenture. The 2031 Notes bear interest at a rate of 6.70% per year payable semi-annually on January 29 and July 29 of each year, commencing on January 29, 2024. The 2031 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2031 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

 

In connection with the 2031 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2031 Notes, the Company receives a fixed interest rate of 6.70% per annum and pays a floating interest rate of three-month SOFR + 2.80% per annum on $600 million of the 2031 Notes, and the Company receives a fixed interest rate of 6.35% per annum and pays a floating interest rate of three-month SOFR + 2.39% per annum on $400 million of the 2031 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

In January 2025, the Company exchanged $1.000 billion aggregate principal amount of 6.70% Notes due 2031 for $1.000 billion aggregate principal amount of 6.70% Notes due 2031 (the "2031 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2031 Exchange Notes have substantially the same terms as the 2031 Notes, except that the transfer restrictions and registration rights relating to the 2031 Notes do not apply to the 2031 Exchange Notes and the 2031 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.

 

2032 Notes

 

On January 16, 2025, the Company entered into a Third Supplemental Indenture (the "Third Supplemental Indenture" and together with the Base Indenture, the "January 2025 Indenture") related to the $500 million in aggregate principal amount of its 6.55% notes due 2032 (the "2032 Notes"), which supplements the Base Indenture. The 2032 Notes will mature on March 15, 2032 and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the January 2025 Indenture. The 2032 Notes bear interest at a rate of 6.55% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The 2032 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2032 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

 

In connection with the 2032 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2032 Notes, the Company receives a fixed interest rate of 6.55% per annum and pays a floating interest rate of three-month SOFR + 2.18% per annum on $500 million of the 2032 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

In November 2025, the Company exchanged $500 million aggregate principal amount of 6.55% Notes due 2032 for $500 million aggregate principal amount of 6.55% Notes due 2032 (the "2032 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2032 Exchange Notes have substantially the same terms as the 2032 Notes, except that the transfer restrictions and registration rights relating to the 2032 Notes do not apply to the 2032 Exchange Notes and the 2032 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.

 

2030 Notes

 

On July 17, 2025, the Company and the Trustee entered into a Fourth Supplemental Indenture (the "Fourth Supplemental Indenture" and, together with the Base Indenture, the "July 2025 Indenture") related to the $400 million in aggregate principal amount of its 5.875% notes due 2030 (the "Existing 2030 Notes"), which supplements the Base Indenture.

 

On November 5,2025, the Company issued an additional $100 million aggregate principal amount of 5.875% Notes due 2030 (the "New 2030 Notes" and, together with the Existing 2030 Notes, the "2030 Notes") under the July 2025 Indenture. The New 2030 Notes were issued at a price equal to 100.854% of the face value, plus accrued interest from November 5, 2025, resulting in an effective yield to maturity of 5.655%. The New 2030 Notes were issued as "Additional Notes" under the July 2025 Indenture and have identical terms to the Existing 2030 Notes, other than the issue date and the issue price. The New 2030 Notes will be treated as a single class of notes with the Existing 2030 Notes for all purposes under the July 2025 Indenture.

 

The 2030 Notes will mature on August 30, 2030 and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the July 2025 Indenture. The 2030 Notes bear interest at a rate of 5.875% per year payable semi-annually on February 28 and August 30 of each year, commencing on February 28, 2026. The 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

 

In connection with the 2030 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2030 Notes, the Company receives a fixed interest rate of 5.89% per annum and pays a floating interest rate of three-month SOFR + 2.21% per annum on $400 million of the 2030 Notes, and the Company receives a fixed interest rate of 5.66% per annum and pays a floating interest rate of three-month SOFR + 2.20% per annum on $100 million of the 2030 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

In November 2025, the Company exchanged $500 million aggregate principal amount of 5.875% Notes due 2030 for $500 million aggregate principal amount of 5.875% Notes due 2030 (the "2030 Exchange Notes") that have been registered with the SEC under the Securities Act. The 2030 Exchange Notes have substantially the same terms as the 2030 Notes, except that the transfer restrictions and registration rights relating to the 2030 Notes do not apply to the 2030 Exchange Notes and the 2030 Exchange Notes do not provide for the payment of additional interest in the event of a registration default.

 

2028 Notes

 

On December 8, 2025, the Company and U.S. Bank Trust Company, National Association (the "Trustee") entered into a Fifth Supplemental Indenture (the "Fifth Supplemental Indenture" and, together with the Base Indenture (as defined below), the "December 2025 Indenture") related to the $400 million in aggregate principal amount of its 5.200% notes due 2028 (the "2028 Notes"), which supplements that certain Base Indenture, dated as of March 21, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the "Base Indenture").

 

The 2028 Notes will mature on December 8, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2025 Indenture. The 2028 Notes bear interest at a rate of 5.200% per year payable semi-annually on June 8 and December 8 of each year, commencing on June 8, 2026. The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

 

In connection with the 2028 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2028 Notes, the Company receives a fixed interest rate of 5.20% per annum and pays a floating interest rate of three-month SOFR + 1.88% per annum on $400 million of the 2028 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

2031 Notes II

 

On January 23, 2026, the Company and the Trustee entered into a Sixth Supplemental Indenture (the "Sixth Supplemental Indenture" and, together with the Base Indenture, the "January 2026 Indenture") related to the $750 million in aggregate principal amount of its 5.70% notes due 2031 (the "2031 Notes II"), which supplements the Base Indenture.

 

The 2031 Notes II will mature on January 23, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2026 Indenture. The 2031 Notes II bear interest at a rate of 5.70% per year payable semi-annually on January 23 and July 23 of each year, commencing on July 23, 2026. The 2031 Notes II are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2031 Notes II, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the 2031 Notes II, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the 2031 Notes II, the Company receives a fixed interest rate of 5.71% per annum and pays a floating interest rate of three-month SOFR + 2.11% per annum on $750 million of the 2031 Notes II. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 

 

Note 7. Net Assets

The Company has the authority to issue an unlimited number of Common Shares at $0.01 per share par value.

The following table summarizes transactions in Common Shares during the three months ended March 31, 2026 and 2025:

 

 

Three Months Ended March 31, 2026

 

Three Months Ended March 31, 2025

Class S:

 

Shares*

 

Amount*

 

Shares*

 

Amount*

Proceeds from shares sold

 

5,055,595

$

122,752

 

13,621,357

$

337,968

Share conversion

 

(3,401)

 

(83)

 

 

Repurchase of common shares

 

(5,189,589)

 

(124,283)

 

(1,092,707)

 

(26,932)

Early repurchase deduction

 

 

121

 

 

51

Distributions reinvested

 

1,376,012

 

33,431

 

1,082,848

 

26,871

Net increase (decrease)

 

1,238,617

$

31,938

 

13,611,498

$

337,958

Class D:

 

 

 

 

 

 

 

 

Proceeds from shares sold

 

70,325

 

1,709

 

18,033

 

447

Share conversion

 

(74,850)

 

(1,827)

 

 

Repurchase of common shares

 

(12,197)

 

(291)

 

 

Early repurchase deduction

 

 

 

 

Distributions reinvested

 

24,393

 

593

 

17,968

 

446

Net increase (decrease)

 

7,671

$

184

 

36,001

$

893

Class I:

 

 

 

 

 

 

 

 

Proceeds from shares sold

 

19,230,806

 

467,914

 

64,617,643

 

1,603,498

Share conversion

 

78,251

 

1,910

 

 

Repurchase of common shares

 

(25,377,397)

 

(606,454)

 

(4,189,920)

 

(103,269)

Early repurchase deduction

 

 

409

 

 

4

Distributions reinvested

 

4,083,466

 

99,210

 

3,171,707

 

78,707

Net increase (decrease)

 

(1,984,874)

$

(37,011)

 

63,599,430

$

1,578,940

Total net increase (decrease)

 

(738,586)

$

(4,889)

 

77,246,929

$

1,917,791

* Includes activities related to prior periods processed in the current period.

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S shares, Class D shares and Class I shares during the three months ended March 31, 2026 and 2025:

 

 

 

NAV Per Share

For the Month Ended

 

Class S

 

Class D

 

Class I

January 31, 2026

 

$

24.34

 

$

24.34

 

$

24.34

February 28, 2026

 

 

24.14

 

 

24.14

 

 

24.14

March 31, 2026

 

 

23.90

 

 

23.90

 

 

23.90

 

 

 

 

NAV Per Share

For the Month Ended

 

Class S

 

Class D

 

Class I

January 31, 2025

 

$

24.83

 

$

24.83

 

$

24.83

February 28, 2025

 

 

24.77

 

 

24.77

 

 

24.77

March 31, 2025

 

 

24.65

 

 

24.65

 

 

24.65

 

Distributions

The Board authorizes and declares monthly distribution amounts per share of Class S shares, Class D shares and Class I shares. The following table presents distributions that were declared during the three months ended March 31, 2026:

 

 

 

 

 

 

Class S Distributions

 

Class D Distributions

 

Class I Distributions

 

Record Date

 

Declaration Date

 

Payment Date

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

January 31, 2026

 

January 23, 2026

 

February 27, 2026

 

$

0.1624

 

$

19,570

 

$

0.1748

 

$

281

 

$

0.1800

 

$

89,426

 

February 28, 2026

 

February 23, 2026

 

March 26, 2026

 

 

0.1641

 

 

20,023

 

 

0.1753

 

 

288

 

 

0.1800

 

 

90,560

 

March 31, 2026

 

March 23, 2026

 

April 28, 2026

 

 

0.1626

 

 

20,268

 

 

0.1749

 

 

292

 

 

0.1800

 

 

91,509

 

 

 

 

 

 

 

$

0.4891

 

$

59,861

 

$

0.5250

 

$

861

 

$

0.5400

 

$

271,495

 

* Totals may not foot due to rounding.

The following table presents distributions that were declared during the three months ended March 31, 2025:

 

 

 

 

 

 

Class S Distributions

 

Class D Distributions

 

Class I Distributions

 

Record Date

 

Declaration Date

 

Payment Date

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

January 31, 2025

 

January 22, 2025

 

February 27, 2025

 

$

0.1621

 

$

13,892

 

$

0.1747

 

$

182

 

$

0.1800

 

$

57,637

 

January 31, 2025

 

December 23, 2024

 

February 27, 2025

 

 

0.0200

 

 

1,714

 

 

0.0200

 

 

21

 

 

0.0200

 

 

6,405

(1)

February 28, 2025

 

February 21, 2025

 

March 27, 2025

 

 

0.1638

 

 

14,739

 

 

0.1752

 

 

183

 

 

0.1800

 

 

62,318

 

February 28, 2025

 

December 23, 2024

 

March 27, 2025

 

 

0.0200

 

 

1,800

 

 

0.0200

 

 

21

 

 

0.0200

 

 

6,923

(1)

March 31, 2025

 

March 24, 2025

 

April 28, 2025

 

 

0.1621

 

 

15,583

 

 

0.1747

 

 

186

 

 

0.1800

 

 

66,593

 

March 31, 2025

 

December 23, 2024

 

April 28, 2025

 

 

0.0200

 

 

1,896

 

 

0.0200

 

 

21

 

 

0.0200

 

 

7,308

(1)

 

 

 

 

 

 

$

0.5480

 

$

49,623

 

$

0.5846

 

$

614

 

$

0.6000

 

$

207,185

 

* Totals may not foot due to rounding.

(1) Represents a special distribution.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through March 31, 2026, none of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions.

 

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the three months ended March 31, 2026:

 

 

Class S

 

Class D

 

Class I

Source of Distribution

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

Net investment income

 

$

0.4300

 

$

52,602

 

$

0.4732

 

$

776

 

$

0.4807

 

$

241,686

Net realized gains

 

 

 

 

 

 

 

 

 

 

 

 

Distributions in excess of net investment income

 

 

0.0591

 

 

7,259

 

 

0.0518

 

 

85

 

 

0.0593

 

 

29,809

 

 

$

0.4891

 

$

59,861

 

$

0.5250

 

$

861

 

$

0.5400

 

$

271,495

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the three months ended March 31, 2025:

 

 

Class S

 

Class D

 

Class I

Source of Distribution

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

Net investment income

 

$

0.5480

 

$

49,623

 

$

0.5846

 

$

614

 

$

0.6000

 

$

207,185

Net realized gains

 

 

 

 

 

 

 

 

 

 

 

 

Distributions in excess of net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.5480

 

$

49,623

 

$

0.5846

 

$

614

 

$

0.6000

 

$

207,185

Share Repurchase Program

At the discretion of our Board, the Company has commenced a share repurchase program in which it intends to repurchase the Company’s Common Shares outstanding as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly 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 (the "1934 Act") and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents information with respect to the Company’s share repurchases during the three months ended March 31, 2026:

Repurchase Deadline Request

 

Number of Shares Repurchased (all classes)

 

Percentage of Outstanding Shares Repurchased (1)

 

Price Paid Per Share

 

Repurchase Pricing Date

 

Amount Repurchased (all classes) (2)

 

Maximum number of shares that may yet be purchased under the repurchase plan

March 16, 2026

 

30,261,082

 

5.00%

 

$

23.90

 

March 31, 2026

 

$

722,586

 

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction.

The following table presents information with respect to the Company’s share repurchases during the three months ended March 31, 2025:

Repurchase Deadline Request

 

Number of Shares Repurchased (all classes)

 

Percentage of Outstanding Shares Repurchased (1)

 

Price Paid Per Share

 

Repurchase Pricing Date

 

Amount Repurchased (all classes) (3)

 

Maximum number of shares that may yet be purchased under the repurchase plan (2)

March 17, 2025

 

5,282,627

 

1.38%

 

$

24.65

 

March 31, 2025

 

$

130,147

 

13,919,523

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) All repurchase requests were satisfied in full.

(3) Amounts shown net of Early Repurchase Deduction.

 

 

 

Note 8. Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of March 31, 2026 and December 31, 2025, the Company had the following unfunded commitments to its portfolio companies:

 

 

 

March 31, 2026

 

December 31, 2025

Unfunded revolver obligations, bridge loan and backstop commitments (1)

 

 

$

1,474,940

 

$

1,605,154

Standby letters of credit issued and outstanding (2)

 

 

 

33,007

 

 

20,988

Unfunded delayed draw loan commitments (3)

 

 

 

3,014,163

 

 

3,065,690

Total Unfunded Commitments (4)

 

 

$

4,522,110

 

$

4,691,832

(1)
The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of March 31, 2026, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of March 31, 2026 and December 31, 2025, the bridge loan and backstop commitments included in the balances were $177,843 and $239,110, respectively.
(2)
For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Consolidated Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.
(3)
The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.
(4)
Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, the Company may have to fund additional commitments in the future that it is currently not obligated to but may be at a future point in time.

Organizational and Offering Costs

The Adviser agreed to bear all of the Company’s organization and offering expenses through the date on which the Company broke escrow for the initial offering of its Common Shares. The Company is obligated to reimburse the Adviser for such expenses incurred upon breaking escrow for our offering. The total organization and offering costs incurred for the three months ended March 31, 2026 were $69. The total organization and offering costs incurred through December 31, 2025 were $532.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business.

On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, as well as the Company, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. On December 5, 2023, the trial court granted defendants’ motions to dismiss in part and denied them in part. The plaintiffs and defendants appealed the courts’ motion to dismiss ruling to the intermediate New York State appellate court. On December 31, 2024, the intermediate New York State appellate court dismissed the entire case, including all claims against the Company. On January 30, 2025, plaintiffs filed a motion for leave to appeal the intermediate New York State appellate court’s ruling to the New York Court of Appeals. That motion was held in abeyance following Mitel’s filing of voluntary Chapter 11 bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas. Plaintiffs and defendants memorialized settlement of the litigation in Mitel’s Chapter 11 plan of reorganization and related bankruptcy documentation. The effective date for Mitel’s plan of reorganization occurred on June 20, 2025. Pursuant to the settlement, the parties have submitted both (i) a stipulated request for withdrawal of the plaintiffs’ motion for leave to appeal to the New York Court of Appeals and (ii) a joint request to the trial court for the clerk to enter final judgment, dismissing with prejudice all claims and cross-claims. The request for withdrawal of the plaintiffs’ motion for leave to appeal has been granted and the trial court has directed the clerk to enter judgment in the case.

Management is not aware of any pending or threatened material litigation as of March 31, 2026 other than the matter disclosed above.

 

Note 9. Financial Highlights

The following table presents the Company's financial highlights for the three months ended March 31, 2026:

 

Three Months Ended March 31, 2026

 

 

 

 

 

 

 

 

 

 

Class S

 

Class D

 

Class I

Per Share Data:

 

 

 

 

 

 

 

 

Net asset value at beginning of period

$

24.40

 

$

24.40

 

$

24.40

Net investment income (1)

 

0.43

 

 

0.47

 

 

0.48

Net unrealized and realized gains (losses) (2)

 

(0.44)

 

 

(0.45)

 

 

(0.44)

Net increase (decrease) in net assets resulting from operations

 

(0.01)

 

 

0.02

 

 

0.04

Distribution declared (3)

 

 

 

 

 

 

 

 

Net investment income

 

(0.43)

 

 

(0.47)

 

 

(0.48)

Net realized gains

 

 

 

 

 

Distributions in excess of net investment income

 

(0.06)

 

 

(0.05)

 

 

(0.06)

Net asset value at end of period

$

23.90

 

$

23.90

 

$

23.90

 

 

 

 

 

 

 

 

 

Total return (4)

 

(0.09)%

 

 

0.06%

 

 

0.12%

Shares outstanding, end of period

 

119,790,836

 

 

1,658,694

 

 

483,033,517

Weighted average shares outstanding

 

122,335,717

 

 

1,639,417

 

 

502,491,817

Ratio/Supplemental Data

 

 

 

 

 

 

 

 

Net assets at end of period

$

2,862,514

 

$

39,636

 

$

11,542,537

Annualized ratio of net expenses to average net assets (5)

 

7.81%

 

 

7.08%

 

 

6.96%

Annualized ratio of net investment income to average net assets (5)

 

7.18%

 

 

7.90%

 

 

8.03%

Portfolio turnover rate

 

8.67%

 

 

8.67%

 

 

8.67%

Asset coverage per unit (6)

 

2,362

 

 

2,362

 

 

2,362

 

 

The following table presents the Company's financial highlights for the three months ended March 31, 2025:

 

Three Months Ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

Class S

 

Class D

 

Class I

Per Share Data:

 

 

 

 

 

 

 

 

Net asset value at beginning of period

$

24.86

 

$

24.86

 

$

24.86

Net investment income (1)

 

0.47

 

 

0.52

 

 

0.52

Net unrealized and realized gains (losses) (2)

 

(0.13)

 

 

(0.15)

 

 

(0.13)

Net increase (decrease) in net assets resulting from operations

 

0.34

 

 

0.37

 

 

0.39

Distribution declared (3)

 

 

 

 

 

 

 

 

Net investment income

 

(0.55)

 

 

(0.58)

 

 

(0.60)

Net realized gains

 

 

 

 

 

Distributions in excess of net investment income

 

 

 

 

 

Net asset value at end of period

$

24.65

 

$

24.65

 

$

24.65

 

 

 

 

 

 

 

 

 

Total return (4)

 

1.36%

 

 

1.51%

 

 

1.58%

Shares outstanding, end of period

 

94,805,350

 

 

1,065,047

 

 

365,419,534

Weighted average shares outstanding

 

90,529,907

 

 

1,050,664

 

 

345,263,251

Ratio/Supplemental Data

 

 

 

 

 

 

 

 

Net assets at end of period

$

2,336,682

 

$

26,250

 

$

9,006,550

Annualized ratio of net expenses to average net assets (5)

 

7.04%

 

 

6.23%

 

 

6.12%

Annualized ratio of net investment income to average net assets (5)

 

7.66%

 

 

8.46%

 

 

8.57%

Portfolio turnover rate

 

8.21%

 

 

8.21%

 

 

8.21%

Asset coverage per unit (6)

 

2,781

 

 

2,781

 

 

2,781

 

(1)
The per share data was derived by using the weighted average shares outstanding during the period.
(2)
The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.
(3)
The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 7).
(4)
Total return is calculated as the change in net asset value ("NAV") per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time). An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S shares and Class D shares, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I shares are not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is not annualized.
(5)
Annualized for three months ended March 31, 2026 and 2025. Operating expenses may vary in the future based on the amount of capital raised and the Adviser’s election to receive expense support, if any.
(6)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit. As of the three months ended March 31, 2026 and 2025, the Company's asset coverage was 236.2% and 278.1%, respectively.

 

 

 

Note 10. Subsequent Events

 

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

 

2032 Notes

On May 5, 2026, the Company priced an offering of an additional $300 million in aggregate principal amount of its 6.550% notes due 2032 (the "New 2032 Notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The New Notes will mature on March 15, 2032, and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2025 Indenture. The offering closed on May 7, 2026.

The New 2032 Notes will constitute "Additional Notes" under the Third Supplemental Indenture governing the previously issued $500 million in aggregate principal amount of the Company’s 2032 Notes. The Company expects to use the net proceeds of the offering for general corporate purposes of the Company and the Company’s subsidiaries and/or to repay indebtedness, including under the Company’s Senior Secured Facility.

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Trustees of Apollo Debt Solutions BDC

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Apollo Debt Solutions BDC and subsidiaries (the "Company") as of March 31, 2026, the related consolidated statements of operations, changes in net assets and cash flows and financial highlights for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2025, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein), and the financial highlights for the year then ended (not presented herein); and in our report dated March 11, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

New York, New York

May 11, 2026

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with "Item 1. Financial Statements." This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Item 1A. Risk Factors" in Part I of our annual report on Form 10-K for the fiscal year ended December 31, 2025 and "Item 1A. Risk Factors" in Part II of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements. The three months ended March 31, 2026 represents the period from January 1, 2026 to March 31, 2026.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Apollo Debt Solutions BDC (the "Company," "we," "us" or "our"), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

our future operating results;
our business prospects and the prospects of the companies in which we may invest;
the impact of the investments that we expect to make;
our ability to raise sufficient capital to execute our investment strategy;
general economic and political trends and other external factors;
political, economic or industry conditions, or conditions affecting the financial and capital markets, including the effect of trade policy;
the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflicts in the Middle East and Eastern Europe;
the ability of our portfolio companies to achieve their objectives;
our current and expected financing arrangements and investments;
changes in the general interest rate environment;
the adequacy of our cash resources, financing sources and working capital;
the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with the Apollo Credit Management, LLC (the "Adviser") or any of its affiliates;
the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;
the dependence of our future success on the general economy and its effect on the industries in which we may invest;
our use of financial leverage;
the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;
the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
our ability to qualify for and maintain our qualification as a regulated investment company and as a BDC;
the impact on our business of U.S. and international financial reform legislation, rules and regulations;
the effect of changes to tax legislation and our tax position; and
the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements

and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act").

 

Overview

We are an externally managed, diversified closed-end management investment company that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). Formed as a Delaware statutory trust on December 4, 2020, we are externally managed by the Adviser. Pursuant to the advisory agreement between us and the Adviser, as amended (the "Advisory Agreement"), the Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. Apollo Credit Management, LLC, as our Administrator (the "Administrator"), pursuant to the administration agreement between us and the Administrator, as amended (the "Administration Agreement"), provides, among other things, administrative services and facilities to us. We also have elected to be treated, and intend to qualify annually thereafter, as a regulated investment company ("RIC") as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

Under the Advisory Agreement, we have agreed to pay the Adviser a management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We invest primarily in private credit opportunities in directly originated assets, including loans and other debt securities, made to or issued by large private U.S. borrowers, with a strong emphasis on senior secured lending. While most of our investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in European and other non-U.S. companies. Our portfolio may also include equity interests such as common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.

Most of the debt instruments we invest in are unrated or rated below investment grade, which is often an indication of size, credit worthiness and speculative nature relative to the capacity of the borrower to pay interest and principal. Generally, if our unrated investments were rated, they would be rated below investment grade. These securities, which are often referred to as "junk" or "high yield", have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

We do not intend to acquire securities issued by any investment company in excess of the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, a BDC generally cannot acquire more than 3% of the voting interests of any investment company, invest more than 5% of the value of its total assets in the securities of one investment company or invest more than 10% of the value of its total assets in the securities of investment companies in the aggregate. Subject to certain exemptive rules, including Rule 12d1-4, the Company may, subject to certain conditions, invest in other investment companies in excess of such thresholds. As of the date of this Annual Report, the Company entered into a fund of funds agreement and is an "acquired fund" for purposes of Rule 12d1-4. However, we do not deem the fund of funds agreement as material given that it is not part of the Company's principal investment strategy. For so long as the Company is an "acquired fund" for purposes of Rule 12d1-4, the Company will be required to limit its investments in the securities of other investment companies and private funds to no more than 10% of its total assets, subject to certain limited exceptions permitted under Rule 12d1-4. These restrictions may limit the Company's ability to invest in other investment companies to the extent desired.

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenues in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or paid-in-kind ("PIK") interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.

 

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, is provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to: (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement; (b) our allocable portion of compensation, and other expenses incurred by the Adviser or Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Adviser or Administrator that performs duties for us; and (iii) any internal audit group personnel of Apollo Global Management, Inc. and its consolidated subsidiaries ("AGM") or any of its affiliates. Excluded from the allowable reimbursement shall be: (i) rent or depreciation, utilities, capital equipment, and other administrative items of the Adviser or Administrator; and (ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any Controlling Person of the Adviser or Administrator. The term "Controlling Person" shall mean a person, whatever his or her title, who performs functions for the Adviser or Administrator similar to those of (i) the chairman or other member of a board of directors, (ii) executive officers or (iii) those holding 10% or more equity interest in the Adviser or Administrator, or a person having the power to direct or cause the direction of the Adviser or Administrator, whether through the ownership of voting securities, by contract or otherwise; and (c) all other expenses of our operations, administrations and transactions.

With respect to costs incurred in connection with our organization and offering and all other costs incurred prior to the time we break escrow for the offering, the Adviser has agreed to advance all such costs on our behalf. Unless the Adviser elects to cover such expenses pursuant to the Expense Support and Conditional Reimbursement Agreement (as defined below) we entered into with the Adviser, we will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for our offering of Common Shares. See "—Expense Support and Conditional Reimbursement Agreement." Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Adviser and its affiliates.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Adviser. For additional information see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions."

Recent Developments

 

Please see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events" for a summary of recent developments.

Portfolio and Investment Activity

Our portfolio and investment activity during the three months ended March 31, 2026 and 2025 were as follows:

 

Three Months Ended March 31,

(in thousands)*

2026

 

2025

Investments made in portfolio companies

$

3,131,262

 

$

4,130,849

Investments sold

 

(1,298,804)

 

 

(730,503)

Net activity before repaid investments

$

1,832,458

 

$

3,400,346

Investments repaid

 

(864,974)

 

 

(574,549)

Net investment activity

$

967,484

 

$

2,825,797

 

 

 

 

 

 

Portfolio companies at beginning of period

 

415

 

 

323

Number of new portfolio companies

 

36

 

 

50

Number of exited portfolio companies

 

(51)

 

 

(20)

Portfolio companies at end of period

 

400

 

 

353

 

 

 

 

 

 

Number of investments made in existing portfolio companies

 

120

 

 

75

 

* Totals may not foot due to rounding.

 

Our portfolio composition and weighted average yields as of March 31, 2026 and December 31, 2025 were as follows:

 

 

 

March 31, 2026

 

December 31, 2025

Portfolio composition, at fair value:

 

 

 

 

First lien secured debt

 

99.4%

 

99.7%

Second lien secured debt

 

0.0%

 

0.0%

Unsecured debt and other

 

0.6%

 

0.3%

Weighted average yields, at amortized cost (1):

 

 

 

 

First lien secured debt (2)

 

8.6%

 

8.6%

Second lien secured debt (2)

 

0.0%

 

0.0%

Unsecured debt and other (2)

 

8.9%

 

6.5%

Total portfolio (3)

 

8.6%

 

8.6%

Interest rate type, at fair value (4):

 

 

 

 

Fixed rate amount

 

$1.0 billion

 

$0.7 billion

Floating rate amount

 

$24.0 billion

 

$23.7 billion

Fixed rate, as percentage of total

 

3.8%

 

3.2%

Floating rate, as percentage of total

 

96.2%

 

96.8%

Interest rate type, at amortized cost (4):

 

 

 

 

Fixed rate amount

 

$0.9 billion

 

$0.7 billion

Floating rate amount

 

$24.2 billion

 

$23.6 billion

Fixed rate, as percentage of total

 

3.7%

 

3.0%

Floating rate, as percentage of total

 

96.3%

 

97.0%

Weighted average spread over reference rate of all floating rate investments

 

4.8%

 

4.8%

 

(1)
An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.
(2)
Exclusive of investments on non-accrual status. As of March 31, 2026 and December 31, 2025, 0.4% and 0.3% of investments were on non-accrual status, respectively.
(3)
Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.
(4)
Inclusive of performing income producing investments.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the portfolio company’s industry; and
review of monthly or quarterly financial statements and financial projections for portfolio companies.


As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

 

Investment Rating

 

 

Description

 

 

 

 

 

 

 

 

1

 

 

Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

 

The following table shows the composition of our portfolio on the 1 to 5 rating scale as of March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

December 31, 2025

Investment Ranking

 

Fair Value

 

Percentage

 

Fair Value

 

Percentage

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

1

 

$

 

 

 

$

 

 

2

 

 

24,460,328

 

 

97.3%

 

 

24,258,409

 

 

99.0%

3

 

 

582,918

 

 

2.3%

 

 

173,005

 

 

0.7%

4

 

 

99,023

 

 

0.4%

 

 

75,053

 

 

0.3%

5

 

 

6,814

 

 

0.0%

 

 

9,161

 

 

0.0%

Total

 

$

25,149,083

 

 

100.0%

 

$

24,515,628

 

 

100.0%

 

Results of Operations

Operating results for the three months ended March 31, 2026 and 2025 were as follows (dollar amounts in millions)*:

 

Three Months Ended March 31,

 

 

2026

 

 

2025

Total investment income

$

561.6

 

$

392.8

Net expenses

 

(266.6)

 

 

(168.7)

Net investment income

 

295.0

 

 

224.1

Net realized gain (loss)

 

24.9

 

 

(60.0)

Net unrealized appreciation (depreciation)

 

(308.5)

 

 

(1.5)

       Net increase (decrease) in net assets resulting from operations

$

11.4

 

$

162.6

* Totals may not foot due to rounding.

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Additionally, many of the period over period changes are a result of increased deployment of capital and balance of our investments. Thus, comparisons may not be meaningful.

Investment Income

Investment income, for the three months ended March 31, 2026 and 2025 were as follows (dollar amounts in millions)*:

 

Three Months Ended March 31,

 

 

2026

 

 

2025

Interest income

$

531.5

 

$

381.8

PIK interest income

 

16.1

 

 

5.3

Dividend income

 

0.8

 

 

1.7

Other income

 

13.2

 

 

4.1

      Total investment income

$

561.6

 

$

392.8

* Totals may not foot due to rounding.

For the three months ended March 31, 2026, total investment income increased to $561.6 million from $392.8 million for the same period in the prior year, primarily driven by our continuing deployment of capital. The size of our investment portfolio at fair value increased to $25.1 billion at March 31, 2026 from $17.4 billion at March 31, 2025. For the three months ended March 31, 2026 and 2025 payment-in-kind interest income represented 2.9% and 1.3% of total investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments, and changes in interest rates.

Expenses

Expenses for the three months ended March 31, 2026 and 2025 were as follows (dollar amounts in millions)*:

 

Three Months Ended March 31,

 

 

2026

 

 

2025

Management fees

$

46.9

 

$

33.4

Performance-based incentive fees

 

43.1

 

 

31.6

Interest and other debt expenses

 

158.9

 

 

92.1

Offering costs

 

0.1

 

 

0.3

Trustees' fees

 

0.4

 

 

0.2

Shareholder servicing fees

 

6.2

 

 

4.7

Administrative service expenses

 

3.2

 

 

2.3

Other general and administrative expenses

 

7.8

 

 

4.1

Total expenses

$

266.6

 

$

168.7

* Totals may not foot due to rounding.

For the three months ended March 31, 2026 and 2025, net expenses were $266.6 million and $168.7 million, respectively, primarily comprised of interest and other debt expenses.

Interest and other debt expenses

For the three months ended March 31, 2026, interest and other debt expenses increased to $158.9 million from $92.1 million for the same period in the prior year, primarily driven by increased borrowings outstanding. The total annualized cost of debt decreased to 6.2% for the three months ended March 31, 2026 from 7.1% for the same period in the prior year. Although the cost of debt decreased, the average principal debt outstanding increased to $10.3 billion for the three months ended March 31, 2026 from $5.2 billion for the same period in the prior year yielding to a higher interest expense.

Management fees

For the three months ended March 31, 2026, gross management fees increased to $46.9 million from $33.4 million for the same period in the prior year, primarily due to an increase in average net assets. Our average net assets increased to $15.2 billion for the three months ended March 31, 2026 from $10.8 billion for the three months ended March 31, 2025. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. No management fees have been waived for the three months ended March 31, 2026 and 2025.

Incentive fees

For the three months ended March 31, 2026, incentive fees increased to $43.1 million from $31.6 million for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. No incentive fees have been waived for the three months ended March 31, 2026 and 2025.

Other expenses

Total other expenses were $17.6 million for the three months ended March 31, 2026, primarily comprised of $6.2 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, $7.8 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent), and $3.6 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company). Total other expenses for the same period in the prior year were $11.3 million. The increase compared to the same period in the prior year was primarily driven by the increased costs attributable to servicing a growing investment portfolio, increased subscriptions to our Class S and Class D shares.

Expense support

For the three months ended March 31, 2026 and 2025, the Company did not receive expense support from the Adviser and did not make any repayments.

Net Realized Gain (Loss)

Net realized gains (losses) for the three months ended March 31, 2026 and 2025 were comprised of the following (dollar amounts in millions)*:

 

Three Months Ended March 31,

 

 

2026

 

 

2025

Non-controlled/non-affiliated investments

$

15.6

 

$

2.9

Derivative instruments

 

0.7

 

 

0.6

Foreign currency forward contracts

 

(7.4)

 

 

(67.3)

Foreign currency translations

 

16.0

 

 

3.9

       Net realized gains (losses)

$

24.9

 

$

(60.0)

* Totals may not foot due to rounding.

For the three months ended March 31, 2026, we recorded total net realized gains of $24.9 million, driven by net realized gains of $15.6 million on non-controlled/non-affiliated investments primarily due to full or partial sales and/or restructuring of our debt investments, net realized gains of $16.0 million on foreign currency translations, and net realized gains of $0.7 million on derivative instruments. Net realized gains were partially offset by net realized losses of $7.4 million on foreign currency transactions.

 

For the three months ended March 31, 2025, we generated total net realized losses of $60.0 million, driven by net realized losses of $67.3 million on foreign currency forward contracts, as a result of fluctuations primarily in the Euro and British Pound exchange rates. Net realized losses on foreign currency forward contracts were partially offset by net realized gains of $2.9 million from non-controlled/non-affiliated investments due to full or partial sales and/or restructuring and repayments of debt investments, as well as net realized gains of $4.5 million from cash received on currency swaps and conversion of foreign cash balances, primarily attributable to fluctuations in the Euro and British Pound exchange rates.

Net Unrealized Gain (Loss)

Net change in unrealized gains (losses) for the three months ended March 31, 2026 and 2025 were comprised of the following (dollar amounts in millions)*:

 

Three Months Ended March 31,

 

 

2026

 

 

2025

Non-controlled/non-affiliated investments

$

(378.5)

 

$

17.6

Derivative instruments

 

5.0

 

 

(0.6)

Foreign currency forward contracts

 

64.8

 

 

(25.9)

Foreign currency translations

 

0.2

 

 

7.5

       Net change in unrealized gains (losses)

$

(308.5)

 

$

(1.5)

* Totals may not foot due to rounding.

For the three months ended March 31, 2026, we recorded net unrealized losses of $378.5 million on non-controlled/non-affiliated investments. The fair value of our debt investments, as a percentage of principal, decreased from 100.5% as of December 31, 2025 to 98.8% as of March 31, 2026, reflecting changes in portfolio company fundamentals, broader market conditions, and foreign exchange rates. These losses were partially offset by net unrealized gains of $64.8 million on foreign currency forward contracts, $5.0 million in unrealized gains on derivative instruments, and $0.2 million on foreign currency translations influenced by the U.S. dollar strengthening against major foreign currencies during the period, with the most significant impact arising from our Euro and British Pound exposures.

For the three months ended March 31, 2025, we recognized net change in unrealized gains of $17.6 million on non-controlled/non-affiliated investments. The fair value of our debt investments, as a percentage of principal, decreased from 100.9% as of December 31, 2024 to 100.1% as of March 31, 2025. This decrease was primarily driven by changes in portfolio company fundamentals and broader market trends. However, this decrease was more than offset by foreign currency fluctuations, contributing to an overall net unrealized gains on investments. We recognized a net change in unrealized losses of $25.9 million on foreign currency forward contracts, primarily due to fluctuations in the Euro and British Pound exchange rates.

The net change in unrealized gains (losses) include the impact of transferring unrealized appreciation (depreciation) to realized gains (losses) due to sale and paydown activity.

Interest Rate Swaps

The Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities, and has designated certain interest rate swaps to be in a hedge accounting relationship. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies" and "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 5. Derivative Instruments" for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt and Foreign Currency Transactions and Translations" for additional disclosure regarding the carrying value of our debt.

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statements of Operations.

 

Currency Swaps

The Company uses currency swaps to mitigate the value of portfolio securities denominated in particular currencies against fluctuations in relative value or to gain or reduce exposure to certain currencies. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies" and "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 5. Derivative Instruments" for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt and Foreign Currency Transactions and Translations" for additional disclosure regarding the carrying value of our debt.

Options

In addition to foreign currency forward contracts and swaps, the Company held option-based derivative instruments, including interest rate swaptions and binary options, as of March 31, 2026. These instruments are recorded at fair value on the Consolidated Statements of Assets and Liabilities, with changes in fair value recognized in net unrealized appreciation (depreciation) within derivative instruments on the Consolidated Statements of Operations. The Company does not designate these option instruments for hedge accounting.

Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through our continuous offering of Common Shares and debt offerings, our Senior Secured Facility (as defined in Note 6 to the consolidated financial statements), investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

As of March 31, 2026, we had six asset based leverage facilities, eleven unsecured debt issuances, fifteen CLO Notes, and one Senior Secured Facility outstanding. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations and unsecured debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred shares, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred shares, is at least 150%.

We believe that our current cash and cash equivalents on hand, our short-term investments, our available borrowing capacity under our Senior Secured Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (see Note 2 to the consolidated financial statements). At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate.

 

Debt

See Note 6 to the consolidated financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of March 31, 2026:

 

 

 

Payments Due by Period*

(in millions)

 

 

Total

 

 

Less than 1 Year

 

 

1 to 3 Years

 

 

3 to 5 Years

 

 

More than 5 Years

Senior Secured Facility (1)

 

$

66

 

$

 

$

 

$

66

 

$

SPV Financing Facilities (2)

 

 

4,047

 

 

 

 

500

 

 

3,547

 

 

CLO Notes

 

 

1,586

 

 

 

 

 

 

 

 

1,586

Unsecured Notes

 

 

4,905

 

 

330

 

 

825

 

 

2,250

 

 

1,500

Total Debt Obligations

 

$

10,604

 

$

330

 

$

1,325

 

$

5,863

 

$

3,086

* Totals may not foot due to rounding.

(1)
As of March 31, 2026, aggregate lender commitments under the Senior Secured Facility totaled $3.8 billion of unused capacity.
(2)
As of March 31, 2026, aggregate lender commitments under the SPV Financing Facilities totaled $1.2 billion of unused capacity.

 

The following table shows the contractual maturities of our debt obligations as of December 31, 2025:

 

 

 

Payments Due by Period*

(in millions)

 

 

Total

 

 

Less than 1 Year

 

 

1 to 3 Years

 

 

3 to 5 Years

 

 

More than 5 Years

Senior Secured Facility (1)

 

$

272

 

$

 

$

 

$

272

 

$

SPV Financing Facilities (2)

 

 

3,500

 

 

 

 

 

 

3,028

 

 

472

CLO Notes

 

 

1,586

 

 

 

 

 

 

 

 

1,586

Unsecured Notes

 

 

4,157

 

 

332

 

 

825

 

 

1,500

 

 

1,500

Total Debt Obligations

 

$

9,515

 

$

332

 

$

825

 

$

4,800

 

$

3,558

* Totals may not foot due to rounding.

(1)
As of December 31, 2025, aggregate lender commitments under the Senior Secured Facility totaled $3.2 billion of unused capacity.
(2)
As of December 31, 2025, aggregate lender commitments under the SPV Financing Facilities totaled $200.0 million of unused capacity.

Net Assets

See Note 7 to the consolidated financial statements for information on the Company’s Common Shares and related capital activities.

Distributions

The following table summarizes our distributions declared and payable for the three months ended March 31, 2026 (dollar amounts in thousands, except per share amounts):

 

 

 

 

 

 

Class S Distributions

 

Class D Distributions

 

Class I Distributions

 

Record Date

 

Declaration Date

 

Payment Date

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

January 31, 2026

 

January 23, 2026

 

February 27, 2026

 

$

0.1624

 

$

19,570

 

$

0.1748

 

$

281

 

$

0.1800

 

$

89,426

 

February 28, 2026

 

February 23, 2026

 

March 26, 2026

 

 

0.1641

 

 

20,023

 

 

0.1753

 

 

288

 

 

0.1800

 

 

90,560

 

March 31, 2026

 

March 23, 2026

 

April 28, 2026

 

 

0.1626

 

 

20,268

 

 

0.1749

 

 

292

 

 

0.1800

 

 

91,509

 

 

 

 

 

 

 

$

0.4891

 

$

59,861

 

$

0.5250

 

$

861

 

$

0.5400

 

$

271,495

 

* Totals may not foot due to rounding.

 

The following table presents distributions that were declared during the three months ended March 31, 2025 (dollar amounts in thousands, except per share amounts):

 

 

 

 

 

 

Class S Distributions

 

Class D Distributions

 

Class I Distributions

 

Record Date

 

Declaration Date

 

Payment Date

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

Per Share

 

Amount*

 

January 31, 2025

 

January 22, 2025

 

February 27, 2025

 

$

0.1621

 

$

13,892

 

$

0.1747

 

$

182

 

$

0.1800

 

$

57,637

 

January 31, 2025

 

December 23, 2024

 

February 27, 2025

 

 

0.0200

 

 

1,714

 

 

0.0200

 

 

21

 

 

0.0200

 

 

6,405

(1)

February 28, 2025

 

February 21, 2025

 

March 27, 2025

 

 

0.1638

 

 

14,739

 

 

0.1752

 

 

183

 

 

0.1800

 

 

62,318

 

February 28, 2025

 

December 23, 2024

 

March 27, 2025

 

 

0.0200

 

 

1,800

 

 

0.0200

 

 

21

 

 

0.0200

 

 

6,923

(1)

March 31, 2025

 

March 24, 2025

 

April 28, 2025

 

 

0.1621

 

 

15,583

 

 

0.1747

 

 

186

 

 

0.1800

 

 

66,593

 

March 31, 2025

 

December 23, 2024

 

April 28, 2025

 

 

0.0200

 

 

1,896

 

 

0.0200

 

 

21

 

 

0.0200

 

 

7,308

(1)

 

 

 

 

 

 

$

0.5480

 

$

49,623

 

$

0.5846

 

$

614

 

$

0.6000

 

$

207,185

 

* Totals may not foot due to rounding.

(1) Represents a special distribution.

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by our Board of Trustees (the "Board") on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Sources of distributions, other than net investment income and realized gains on a U.S. generally accepted accounting principles ("GAAP") basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the three months ended March 31, 2026 (dollar amounts in thousands, except per share amounts):

 

 

Class S

 

Class D

 

Class I

Source of Distribution

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

Net investment income

 

$

0.4300

 

$

52,602

 

$

0.4732

 

$

776

 

$

0.4807

 

$

241,686

Net realized gains

 

 

 

 

 

 

 

 

 

 

 

 

Distributions in excess of net investment income

 

 

0.0591

 

 

7,259

 

 

0.0518

 

 

85

 

 

0.0593

 

 

29,809

 

 

$

0.4891

 

$

59,861

 

$

0.5250

 

$

861

 

$

0.5400

 

$

271,495

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the three months ended March 31, 2025 (dollar amounts in thousands, except per share amounts):

 

 

Class S

 

Class D

 

Class I

Source of Distribution

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

Net investment income

 

$

0.5480

 

$

49,623

 

$

0.5846

 

$

614

 

$

0.6000

 

$

207,185

Net realized gains

 

 

 

 

 

 

 

 

 

 

 

 

Distributions in excess of net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.5480

 

$

49,623

 

$

0.5846

 

$

614

 

$

0.6000

 

$

207,185

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investments.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our Senior Secured Facility and SPV Financing Facilities may limit our ability to declare distributions if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC. With respect to the distributions to shareholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to shareholders.

Share Repurchase Program

At the discretion of our Board, the Company has commenced a share repurchase program in which it has the ability to repurchase the Company’s Common Shares outstanding as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the 1934 Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (the "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents information with respect to the Company’s share repurchases during the three months ended March 31, 2026 (dollar amounts in thousands, except per share amounts):

Repurchase Deadline Request

 

Number of Shares Repurchased (all classes)

 

Percentage of Outstanding Shares Repurchased (1)

 

Price Paid Per Share

 

Repurchase Pricing Date

 

Amount Repurchased (all classes) (2)

 

Maximum number of shares that may yet be purchased under the repurchase plan

March 16, 2026

 

30,261,082

 

5.00%

 

$

23.90

 

March 31, 2026

 

$

722,586

 

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction.

 

The following table presents information with respect to the Company’s share repurchases during the three months ended March 31, 2025 (dollar amounts in thousands, except per share amounts):

 

Repurchase Deadline Request

 

Number of Shares Repurchased (all classes)

 

Percentage of Outstanding Shares Repurchased (1)

 

Price Paid Per Share

 

Repurchase Pricing Date

 

Amount Repurchased (all classes) (3)

 

Maximum number of shares that may yet be purchased under the repurchase plan (2)

March 17, 2025

 

5,282,627

 

1.38%

 

$

24.65

 

March 31, 2025

 

$

130,147

 

13,919,523

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) All repurchase requests were satisfied in full.

(3) Amounts shown net of Early Repurchase Deduction.

Contractual Obligations

We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We have also entered into an Expense Support Agreement with the Adviser to provide us with support with respect to certain expenses and subject to reimbursement. Payments for investment advisory services under the Advisory Agreements, reimbursements under the Administration Agreement and support and reimbursements under the Expense Support Agreement are described in "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions."

We intend to establish one or more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over the Secured Overnight Financing Rate ("SOFR") or an alternative reference rate. We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. The Company provides funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2026 and December 31, 2025, we had unfunded commitments, including delayed draw term loans, revolvers, bridge loan and backstop commitments, with an aggregate principal amount of $4.5 billion and $4.7 billion, respectively.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business.

On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, as well as the Company, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. On December 5, 2023, the trial court granted defendants’ motions to dismiss in part and denied them in part. The plaintiffs and defendants appealed the courts’ motion to dismiss ruling to the intermediate New York State appellate court. On December 31, 2024, the intermediate New York State appellate court dismissed the entire case, including all claims against the Company. On January 30, 2025, plaintiffs filed a motion for leave to appeal the intermediate New York State appellate court’s ruling to the New York Court of Appeals. That motion was held in abeyance following Mitel’s filing of voluntary Chapter 11 bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas. Plaintiffs and defendants memorialized settlement of the litigation in Mitel’s Chapter 11 plan of reorganization and related bankruptcy documentation. The effective date for Mitel’s plan of reorganization occurred on June 20, 2025. Pursuant to the settlement, the parties have submitted both (i) a stipulated request for withdrawal of the plaintiffs’ motion for leave to appeal to the New York Court of Appeals and (ii) a joint request to the trial court for the clerk to enter final judgment, dismissing with prejudice all claims and cross-claims. The request for withdrawal of the plaintiffs’ motion for leave to appeal has been granted and the trial court has directed the clerk to enter judgment in the case.

Management is not aware of any pending or threatened material litigation as of March 31, 2026 other than the matter disclosed above.

Related-Party Transactions

We entered into a number of business relationships with affiliated or related parties, including the following:

Advisory Agreement;
Administration Agreement
Intermediary Manager Agreement; and
Expense Support and Conditional Reimbursement Agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions."

 

 

Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, our significant accounting policies are further described in the notes to the consolidated financial statements. See "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies" of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Investments

Investment transactions are all recorded on a trade date basis. Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Investment transactions that have not yet settled as of the period-end date are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.

 

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

 

Pursuant to Rule 2a-5 under the 1940 Act, our Board has designated the Adviser as its "valuation designee" to perform the fair value determinations for investments held by us without readily available market quotations. The Adviser, as "valuation designee," is responsible for determining the fair value of our portfolio investments, subject to the oversight of the Board.

 

Investments for which market quotations are readily available are typically valued at such market quotations. In order to verify whether market quotations are deemed to represent fair value, the Adviser, looks at certain factors including the source and nature of the quotations. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a "fire sale" by a distressed seller.

 

If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. The Adviser engages multiple independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Adviser undertakes a multi-step valuation process each quarter, as described below:

(1)
Independent valuation firms engaged conduct independent appraisals and assessments for all the investments they have been engaged to review. If an independent valuation firm is not engaged during a particular quarter, the valuation may be conducted by the Adviser;
(2)
At least each quarter, the valuation will be reassessed and updated by the Adviser or an independent valuation firm to reflect company specific events and latest market data;
(3)
Preliminary valuation conclusions are then documented and discussed with senior management of our Adviser;
(4)
The Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm; and
(5)
For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

 

 

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. During the three months ended March 31, 2026, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

 

In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant:

available current market data, including relevant and applicable market trading and transaction comparables,
applicable market yields and multiples,
security covenants,
seniority of investments in the investee company’s capital structure,
call protection provisions,
information rights,
the nature and realizable value of any collateral,
the portfolio company’s ability to make payments,
earnings and discounted cash flows,
the markets in which the portfolio company does business,
comparisons of financial ratios of peer companies that are public,
M&A comparables,
our principal market (as the reporting entity), and
enterprise values, among other factors.

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by the Adviser, as the valuation designee, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had an active market existed for such investments and may differ materially from the values that we may ultimately realize.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

 

 

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement ("ASC 820"), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. 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 market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

 

See Notes 2 and 4 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. For additional information concerning potential impact on our business and our operating results, see "Part II - Other Information, Item 1A. Risk Factors."

Investment Valuation Risk

Because there is not a readily available market value for most of the investments in our portfolio, we value most of our portfolio investments at fair value as determined in good faith by our Board based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our Board to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates" as well as Notes 2 and 4 to our consolidated financial statements for the three months ended March 31, 2026, for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2026, 96% of our debt portfolio investments bore interest at variable rates, which generally are SOFR based (or based on an equivalent applicable currency rate) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Our SPV Financing Facilities generally bear interest at SOFR rates subject to certain interest rate floors. Our Unsecured Notes, which bear interest at fixed rates, are hedged by entering into fixed to floating interest rate swaps, in order to align the interest rates of our liabilities in our investment portfolio.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of March 31, 2026, assuming no changes in our investment and borrowing structure:

Basis Point Change

 

Net Investment Income

 

Net Investment Income Per Share

(in millions)

 

 

 

 

 

 

Up 200 basis points

 

$

269.0

 

$

0.44

Up 150 basis points

 

 

201.7

 

 

0.33

Up 100 basis points

 

 

134.5

 

 

0.22

Up 50 basis points

 

 

67.2

 

 

0.11

Down 50 basis points

 

 

(67.0)

 

 

(0.11)

Down 100 basis points

 

 

(133.9)

 

 

(0.22)

Down 150 basis points

 

 

(200.6)

 

 

(0.33)

Down 200 basis points

 

 

(265.3)

 

 

(0.44)

We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

 

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2026 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings 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. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, including the Company, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. On December 5, 2023, the trial court granted defendants’ motions to dismiss in part and denied them in part. The plaintiffs and defendants appealed the courts’ motion to dismiss ruling to the intermediate New York State appellate court. On December 31, 2024, the intermediate New York State appellate court dismissed the entire case, including all claims against the Company. On January 30, 2025, plaintiffs filed a motion for leave to appeal the intermediate New York State appellate court’s ruling to the New York Court of Appeals. That motion was held in abeyance following Mitel’s filing of voluntary Chapter 11 bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas. Plaintiffs and defendants memorialized settlement of the litigation in Mitel’s Chapter 11 plan of reorganization and related bankruptcy documentation. The effective date for Mitel’s plan of reorganization occurred on June 20, 2025. Pursuant to the settlement, the parties have submitted both (i) a stipulated request for withdrawal of the plaintiffs’ motion for leave to appeal to the New York Court of Appeals and (ii) a joint request to the trial court for the clerk to enter final judgment, dismissing with prejudice all claims and cross-claims. The request for withdrawal of the plaintiffs’ motion for leave to appeal has been granted and the trial court has directed the clerk to enter judgment in the case.

Management is not aware of any pending or threatened material litigation as of March 31, 2026 other than the matter disclosed above.

Item 1A. Risk Factors

In addition to the other information set forth in this report and as provided below, you should carefully consider the risk factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

 

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

 

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

In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

Refer to our Current Reports on Form 8-K filed with SEC on January 23, 2026, February 23, 2026, March 23, 2026, and April 23, 2026 for information about unregistered sales of our equity securities during the quarter.

Shares Repurchases

At the discretion of our Board, the Company has commenced a share repurchase program in which it intends to repurchase the Company’s Common Shares outstanding as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the 1934 Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents information with respect to the Company’s share repurchases during the three months ended March 31, 2026 (dollar amounts in thousands, except per share amounts):

Repurchase Deadline Request

 

Number of Shares Repurchased (all classes)

 

Percentage of Outstanding Shares Repurchased (1)

 

Price Paid Per Share

 

Repurchase Pricing Date

 

Amount Repurchased (all classes) (2)

 

Maximum number of shares that may yet be purchased under the repurchase plan

March 16, 2026

 

30,261,082

 

5.00%

 

$

23.90

 

March 31, 2026

 

$

722,586

 

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

(2) Amounts shown net of Early Repurchase Deduction.

 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended March 31, 2026, none of our trustees or executive 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 Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Chief Accounting Officer Appointment

On May 7, 2026, the Board appointed Bryan Johnston as Chief Accounting Officer of the Company, effective as of the close of business on May 15, 2026.

Mr. Johnston (i) was not appointed as the Company’s Chief Accounting Officer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of the Company’s trustees or other executive officers; (iii) has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction in which the Company was or is a participant; and (iv) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment as the Company’s Chief Accounting Officer.

Mr. Johnston, 40, joined Apollo, an affiliate of the Company’s investment adviser, in 2025 as a Principal. Prior to joining Apollo, Mr. Johnston was a Vice President at Sixth Street Advisers from March 2021 to September 2025. Mr. Johnston started his career in public accounting with Deloitte & Touche (2009-2021) rising to Senior Manager. Mr. Johnston earned a Bachelor of Business Administration with a concentration in Accounting from Colorado State University and a Master of Accountancy from Rider University. Mr. Johnston is a Certified Public Accountant (CPA).

 

 

Item 6. Exhibits

 

Exhibit

Number

Description of Exhibits

3.1

Fifth Amended and Restated Declaration of Trust of the Registrant (1)

3.2

Third Amended and Restated Bylaws of the Registrant (2)

10.1

First Amendment to Loan and Security Agreement, dated as of February 10, 2026, by and between Warbler Funding LLC, a subsidiary of Apollo Debt Solutions BDC, as borrower, Apollo Debt Solutions BDC, as collateral manager and as equityholder, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, as administrative agent, and The Bank of New York Mellon trust Company, National Association, as collateral agent. (3)

10.2

Credit Agreement, dated March 9, 2026, by and between Bald Eagle Funding LLC, as borrower, Bank of America, N.A., as administrative agent, Citibank, N.A., as collateral agent and collateral custodian, Virtus Group, LP, as collateral administrator and the lenders party thereto. (4)

10.3

Security Agreement, dated March 9, 2026, by and between Bald Eagle Funding LLC, as pledgor, and Bank of America, N.A., as administrative agent on behalf of the secured parties. (5)

10.4

Collateral Management Agreement, dated March 9, 2026, by and between Bald Eagle Funding LLC, as borrower and Apollo Debt Solutions BDC, as collateral manager. (6)

10.5

Loan Sale Agreement, dated March 9, 2026, by and between Bald Eagle Funding LLC, as buyer and Apollo Debt Solutions BDC, as seller. (7)

10.6

Second Amendment to Credit Agreement, dated as of March 12, 2026, by and between Grouse Funding LLC, as borrower, Apollo Debt Solutions BDC, as investment manager and guarantor, the lenders from time to time party thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral custodian and collateral agent, and Virtus Group, LP, as collateral administrator. (8)

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS

Inline XBRL Instance Document *

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents *

104

Cover Page Interactive Data File (Formatted as Inline XBRL and embedded in Exhibit 101) *

 

* Filed herewith

__________________

(1)
Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K (File No. 814-01424), filed on March 13, 2025.
(2)
Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K (File No. 814-01424), filed on March 14, 2024.
(3)
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on February 11, 2026.
(4)
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on March 11, 2026.
(5)
Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on March 11, 2026.
(6)
Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on March 11, 2026.
(7)
Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on March 11, 2026.
(8)
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 814-01424), filed on March 13, 2026.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

Signature

Title

 

Date

 

 

 

/s/ Earl Hunt

Earl Hunt

Chairperson, Chief Executive Officer and Trustee (Principal Executive Officer)

 

May 11, 2026

 

 

 

/s/ Eric Rosenberg

Eric Rosenberg

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

May 11, 2026