v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt

4. Debt

Debt is comprised of a $650.0 million capacity revolving credit and term loan facility (the “Credit Facility”), a $365.0 million revolving credit facility (the “Revolving Credit Facility”), a $200.0 million revolving credit facility (the “SG Revolving Credit Facility”), a $200.0 million revolving credit facility (the "BMO Revolving Credit Facility"), $70.0 million in 7.14% Series 2024A Senior Notes, Tranche A (the “Tranche A Notes”), $55.0 million in 7.33% Series 2024A Senior Notes, Tranche B (the “Tranche B Notes”), $0.1 million in 12.00% Promissory Notes (the “Promissory Notes”), $50.0 million in 5.78% Series 2025A Senior Notes, Tranche A (the “2025A Tranche A Notes”), and $150.0 million in 6.14% Series 2025A Senior Notes, Tranche B (the “2025A Tranche B Notes” and, together with all the other Notes, the “Notes”).

4. Debt (Continued)

Total debt outstanding and available at June 30, 2026 was as follows:

 

 

Maturity

 

Rate

 

 

Carrying Value

 

 

Available

 

 

Total Capacity

 

 

Credit Facility

 

2036

 

SOFR+1.90%(1)

 

 

$

260,000,000

 

 

$

390,000,000

 

 

$

650,000,000

 

 

Revolving Credit Facility

 

2030

 

SOFR+1.88%(2)

 

 

 

144,266,304

 

 

 

220,733,696

 

 

 

365,000,000

 

(3)

SG Revolving Credit Facility

 

2027

 

SOFR+1.25%

 

 

 

200,000,000

 

 

 

 

 

 

200,000,000

 

 

BMO Revolving Credit Facility

 

2031

 

SOFR+1.50%

 

 

 

50,000,000

 

 

 

150,000,000

 

 

 

200,000,000

 

 

Tranche A Notes

 

2027

 

 

7.14

%

 

 

70,000,000

 

 

 

 

 

 

70,000,000

 

 

Tranche B Notes

 

2030

 

 

7.33

%

 

 

55,000,000

 

 

 

 

 

 

55,000,000

 

 

Promissory Notes

 

2055

 

 

12.00

%

 

 

110,000

 

 

 

 

 

 

110,000

 

 

2025A Tranche B Notes

 

2030

 

 

6.14

%

 

 

150,000,000

 

 

 

 

 

 

150,000,000

 

 

2025A Tranche A Notes

 

2028

 

 

5.78

%

 

 

50,000,000

 

 

 

 

 

 

50,000,000

 

 

Total leverage

 

 

 

 

 

 

$

979,376,304

 

 

 

760,733,696

 

 

 

1,740,110,000

 

 

Unamortized issuance costs

 

 

 

 

 

 

 

(1,705,244

)

 

 

 

 

 

 

 

Debt, net of unamortized issuance costs

 

 

 

 

 

 

$

977,671,060

 

 

 

 

 

 

 

 

 

(1) The outstanding amount was subject to a SOFR credit adjustment of 0.20%.

(2) As of June 30, 2026, $76.6 million of the outstanding amount bore interest at a rate of EURIBOR + 1.88%. $67.7 million of the outstanding amount bore interest at a rate of CORRA + 1.88%, and was subject to a CORRA credit spread adjustment of 0.30%.

(3) Revolving Credit Facility includes an accordion provision to permit increases to a total facility amount of up to $600.0 million.

Total debt outstanding and available at December 31, 2025 was as follows:

 

 

Maturity

 

Rate

 

 

Carrying Value

 

 

Available

 

 

Total Capacity

 

 

Credit Facility

 

2033

 

SOFR+1.97%(1)

 

 

$

260,000,000

 

 

$

390,000,000

 

 

$

650,000,000

 

 

Revolving Credit Facility

 

2030

 

SOFR+1.88%(2)

 

 

 

50,970,583

 

 

 

314,029,417

 

 

 

365,000,000

 

 (3)

SG Revolving Credit Facility

 

2027

 

SOFR+1.15%

 

 

 

200,000,000

 

 

 

 

 

 

200,000,000

 

 

Tranche A Notes

 

2027

 

 

7.14

%

 

 

70,000,000

 

 

 

 

 

 

70,000,000

 

 

Tranche B Notes

 

2030

 

 

7.33

%

 

 

55,000,000

 

 

 

 

 

 

55,000,000

 

 

Promisory Notes

 

2055

 

 

12.00

%

 

 

110,000

 

 

 

 

 

 

110,000

 

 

2025A Tranche B Notes

 

2030

 

 

6.14

%

 

 

150,000,000

 

 

 

 

 

 

150,000,000

 

 

Tranche A Notes

 

2028

 

 

5.78

%

 

 

50,000,000

 

 

 

 

 

 

50,000,000

 

 

Total leverage

 

 

 

 

 

 

$

836,080,583

 

 

$

704,029,417

 

 

$

1,540,110,000

 

 

Unamortized issuance costs

 

 

 

 

 

 

 

(1,864,718

)

 

 

 

 

 

 

 

Debt, net of unamortized issuance costs

 

 

 

 

 

 

$

834,215,865

 

 

 

 

 

 

 

 

 

(1) The outstanding amount was subject to a SOFR credit adjustment of 0.20%.

(2) As of December 31, 2025, $20.0 million of the outstanding amount bore interest at a rate of EURIBOR + 1.88%. $31.0 million of the outstanding amount bore interest at a rate of CORRA + 1.88%, and was subject to a CORRA credit spread adjustment of 0.30%.

(3) Revolving Credit Facility includes an accordion provision to permit increases to a total facility amount of up to $600.0 million.

The combined weighted-average interest rate excluding fees on total debt outstanding at June 30, 2026 and December 31, 2025 was 5.52% and 5.91%. Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of June 30, 2026 and December 31, 2025, the estimated fair value of the outstanding debt approximated their carrying value.

Total expenses related to debt included the following:

 

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Interest expense

 

$

25,608,014

 

 

$

16,343,494

 

Amortization of deferred debt issuance costs

 

 

1,317,218

 

 

 

532,062

 

Commitment fees

 

 

1,753,720

 

 

 

621,703

 

Total

 

$

28,678,952

 

 

$

17,497,259

 

 

4. Debt (Continued)

Credit Facility

On June 3, 2022, BlackRock Private Credit Fund Leverage I, LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, established a $200.0 million combined revolving credit and term loan facility with PNC Bank, National Association as facility agent through a Credit and Security Agreement dated June 3, 2022 (the "Credit and Security Agreement") (the “Credit Facility”). The Credit Facility matures on June 3, 2032 and generally bears interest at three-month Term SOFR, plus (a) 1.55% if the aggregate balance of “Middle Market Loans” (as defined in the Credit and Security Agreement) is less than or equal to 25%, (b) 1.65% if the aggregate balance of Middle Market Loans is above 25% and less than or equal to 50%, (c) 1.80% if the aggregate balance of Middle Market Loans is above 50% and less than or equal to 75%, or (d) 1.90% if the aggregate balance of Middle Market Loans is above 75%.

On September 8, 2023, the Borrower entered into Amendment No. 1 to the Credit Facility (the “Amendment”). The Amendment extended the term commitment termination date under the Credit Facility with respect to term commitments entered into on the closing date to December 8, 2023. The Credit Facility is secured by all of the assets held by the Borrower. Under the Credit Facility, the Borrower has made certain customary representations and warranties, and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility includes usual and customary events of default for credit facilities of this nature. Borrowings under the Credit Facility are considered borrowings of the Fund for purposes of complying with the asset coverage requirements under the 1940 Act. On December 15, 2023, the Borrower entered into Amendment No. 2 to the Credit Facility (the "Second Amendment"). The Second Amendment increased the total revolving commitments from $50.0 million to $75.0 million, increased total term commitments from $150.0 million to $225.0 million. The Second Amendment increased the facility margin level with (a) 1.62% if the aggregate balance of “Middle Market Loans” (as defined in the Credit and Security Agreement) is less than or equal to 25%, (b) 1.77% if the aggregate balance of Middle Market Loans is above 25% and less than or equal to 50%, (c) 1.96% if the aggregate balance of Middle Market Loans is above 50% and less than or equal to 75%, or (d) 2.12% if the aggregate balance of Middle Market Loans is above 75%.

On November 27, 2024, the Borrower entered into Amendment No. 3 to the Credit Facility (the "First Amended and Restated Credit and Security Agreement"). The amendment increased the total revolving commitments from $75.0 million to $125.0 million, increased total term commitments from $225.0 million to $325.0 million, and modified certain other terms of the Credit Facility, including (i) extending the final maturity date to June 3, 2033, (ii) extending the reinvestment period to June 3, 2026, and (iii) extending the delayed draw term loan commitment termination date until December 15, 2025. The credit facility commitment fees accrual rate was amended at a rate equal to 0.35% per annum, if as of such date the outstanding principal amount of the Revolving Advances is greater than 50% of the Revolving Commitment otherwise the rate is 0.50% per annum. The rate for Term Commitment was amended at 0.35% per annum for the first three months following any Incremental Commitment Effective Date, and thereafter 0.50% per annum. The Credit Facility includes usual and customary events of default for credit facilities of this nature. Borrowings under the Credit Facility are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

On May 2, 2025, the Borrower entered into Amendment No. 1 to the First Amended and Restated Credit and Security Agreement (the “Credit Facility Amendment”). Pursuant to the Credit Facility Amendment, under the Credit Facility, the total revolving commitments increased from $125.0 million to $150.0 million, and the total term commitments increased from $325.0 million to $500.0 million. The Credit Facility Amendment modified certain other terms of the Credit Facility, including extending the prepayment lockout period until the first anniversary of the closing date of the Credit Facility Amendment.

On December 12, 2025, the Borrower entered into Amendment No. 2 to the First Amended and Restated Credit and Security Agreement to extend the commitment period for certain undrawn term loan commitments to May 2, 2026.

On June 3, 2026, the Borrower entered into Amendment No. 3 to the First Amended and Restated Credit and Security Agreement (the "Third Amendment"). The Third Amendment modified certain terms of the Credit Facility, including (i) updating the facility margin level from a tiered rate structure to a flat facility margin of 0.70% per annum for Base Rate Advances (as defined in the Third Amendment) and 1.70% per annum for all other advances, (ii) extending the final maturity date to June 3, 2036, (iii) extending the reinvestment period from June 3, 2026 to June 3, 2028, (iv) revising the term commitment termination date, and (v) revising the prepayment lockout period to June 3, 2026 through June 3, 2027.

 

 

4. Debt (Continued)

Revolving Credit Facility

On April 19, 2024, the Fund entered into a Senior Secured Credit Agreement for a $75.0 million revolving credit facility (the “Revolving Credit Facility”) with Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks from time to time parties thereto. The Revolving Credit Facility matures on April 19, 2029 and generally bears interest at either (i) term SOFR plus a credit spread adjustment plus margin of 2.00% or 1.875% per annum or (ii) the prime rate plus a margin of 2.00% or 1.875% per annum, in each case subject to certain conditions. The Fund may elect either the term SOFR or prime rate at the time of drawdown. The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Fund that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). The Revolving Credit Facility is secured by substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions. On November 4, 2024, the Fund increased the commitment on the Revolving Credit Facility from $75 million to $150 million.

On August 7, 2025, the Fund entered into the First Amendment to the Revolving Credit Facility (the “First Amendment”), which, among other things, (i) extends the revolver availability period from April 2028 to August 2029, (ii) extends the scheduled maturity date from April 2029 to August 2030, (iii) increases the accordion provision to permit increases to a total facility amount of up to $600.0 million, (iv) increases the total facility amount from $150.0 million to $315.0 million, and (v) resets the minimum shareholders’ equity test.

On December 5, 2025, the Fund entered into a joinder agreement (“Joinder Agreement”), which increased the aggregate amount of outstanding total revolving commitments under the Revolving Credit Facility to $365.0 million. The other material terms of the Revolving Credit Facility remain unchanged.

SG Revolving Credit Facility

On May 28, 2025, BlackRock Private Credit Fund Leverage II, LLC (the “SG Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, established the SG Revolving Credit Facility, a $200.0 million revolving credit facility with Societe Generale as Administrative agent. The SG Revolving Credit Facility matures on May 29, 2027 and generally bears interest at term SOFR plus, for a period of 1 year from the date of entry into the SG Revolving Credit Facility, 1.15% and, thereafter 1.25%. The proceeds of the SG Revolving Credit Facility were used to acquire a portfolio of broadly syndicated leveraged loans (the “SG Portfolio Assets”). Pursuant to a collateral management agreement between the SG Borrower and the Fund, the Fund was responsible for the selection, management and reporting of the SG Portfolio Assets. The SG Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the SG Borrower of additional indebtedness and on the SG Borrower’s ability to make distributions, as well as customary events of default. As of June 30, 2026, the SG Borrower was in full compliance with such covenants.

BMO Revolving Credit Facility

On March 13, 2026, BlackRock Private Credit Fund Leverage III, LLC (“PCFL III”), a subsidiary of the Fund, entered into a Loan and Security Agreement (the “Loan Agreement”). The parties to the Loan Agreement include PCFL III as borrower, Bank of Montreal, the lenders party thereto from time to time (each a “Lender” and collectively, the “Lenders”), the Fund as collateral manager and as equity holder and State Street Bank and Trust Company, as collateral custodian. The proceeds of the Loan Agreement are to be used to acquire a portfolio of middle market leveraged loans (the “Portfolio Assets”) in the manner described in the Loan Agreement. PCFL III has acquired these Portfolio Assets through a sale and purchase agreement, dated as of March 13, 2026, executed between the Fund, as seller, and PCFL III, as buyer and a master participation agreement, dated as of March 13, 2026, executed between BlackRock Private Credit Fund Leverage I, LLC, as seller, and PCFL III, as buyer. Pursuant to the Loan Agreement, PCFL III has appointed the Fund to act as the collateral manager in the selection, management, and reporting of the Portfolio Assets in accordance with the Loan Agreement. The maximum amount of commitments under the Loan Agreement that can be drawn by PCFL III is (a) for a period of 3 years from the date of the Loan Agreement, $200 million; and (b) thereafter, an amount equal to the outstanding principal amount of the loans. The applicable interest rate on the loans drawn under the Loan Agreement is the benchmark rate (Daily Simple SOFR rate) plus (a) for a period of 3 years from the date of the Loan Agreement, 1.50%, and (b) thereafter, 1.75%.

 

4. Debt (Continued)

Notes

On November 18, 2024, the Fund entered into a Master Note Purchase Agreement (the “Master Note Purchase Agreement”), governing the issuance (a) on November 18, 2024, of $70.0 million aggregate principal amount of its 7.14% Series 2024A Senior Notes, Tranche A, due November 18, 2027 (the “Tranche A Notes”), and (b) on January 22, 2025 (subject to customary closing conditions), of $55.0 million aggregate principal amount of its 7.33% Series 2024A Senior Notes, Tranche B, due January 22, 2030 (the “Tranche B Notes” and, together with the Tranche A Notes, the “Notes”), to qualified institutional investors in a private placement. The Tranche A Notes bear interest at a rate equal to 7.14% per annum that is payable semi-annually on May 18 and November 18 of each year, beginning on May 18, 2025. The Tranche B Notes bear interest at a rate equal to 7.33% per annum that is payable semi-annually on January 22 and July 22 of each year, beginning on July 22, 2025. The Notes will be guaranteed by certain domestic subsidiaries of the Fund that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). The Tranche A Notes were issued at closing on November 18, 2024, and the Tranche B Notes were issued at closing on January 22, 2025, subject to customary closing conditions.

2025A Notes

On October 8, 2025, the Fund entered into the First Supplement (the “First Supplement”) to the Master Note Purchase Agreement, dated November 18, 2024, as supplemented by the First Supplement, the “Purchase Agreement”), governing the issuance (a) on October 8, 2025, of $150.0 million aggregate principal amount of its 6.14% Series 2025A Senior Notes, Tranche B, due October 8, 2030 (the “2025A Tranche B Notes”), and (b) on December 17, 2025 (subject to customary closing conditions), of $50.0 million aggregate principal amount of its 5.78% Series 2025A Senior Notes, Tranche A, due December 17, 2028 (the “2025A Tranche A Notes” and, together with the 2025A Tranche B Notes, the “2025A Notes”), to qualified institutional investors in a private placement. The 2025A Tranche B Notes were issued on October 8, 2025 and the 2025A Tranche A Notes were issued on December 17, 2025, subject to customary closing conditions.

The 2025A Tranche B Notes bear an interest rate of 6.14% per year and are payable semi-annually on April 8 and October 8, beginning April 8, 2026. The 2025A Tranche A Notes bear an interest rate of 5.78% per year payable semi-annually on June 17 and December 17 of each year, beginning on June 17, 2026. The 2025A Notes may be redeemed in whole or in part at any time or from time to time at the Fund’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Fund is obligated to offer to prepay the 2025A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2025A Notes are general unsecured obligations of the Fund that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Fund.

Promissory Notes

On October 1, 2025, the Fund closed on an offering 110 promissory notes due October 1, 2055 (the “Promissory Notes”) in a private offering, with each Promissory Note being issued in connection with the issuance of one common share of the Fund (the “Promissory Notes Offering”) to accredited investors (as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (“Securities Act”). The aggregate principal amount of the Promissory Notes is $110,000 less the net asset value, as of October 1, 2025, of the common shares issued in the Promissory Notes Offering. The Fund will pay an interest totaling $120 per year on each outstanding Promissory Note, with such interest to be paid semi-annually on or before June 30 and December 31 each year, beginning on December 31, 2025.

 

5. Commitments and Contingencies

The Fund conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the Boston area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers, and the custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Fund enters into contracts that contain a variety of indemnifications and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

The Consolidated Schedule of Investments include certain revolving loan facilities and other commitments with unfunded balances at June 30, 2026 and December 31, 2025 as follows:

 

 

 

 

Unfunded Balances

 

Issuer

 

Maturity Date

 

June 30, 2026
(Unaudited)

 

 

December 31, 2025

 

 Alcami Corporation

 

12/21/2028

 

N/A

 

 

$

104,876

 

 Alcami Corporation

 

12/21/2029

 

 

224,908

 

 

N/A

 

 AmeriLife Holdings, LLC

 

8/31/2029

 

 

2,559,820

 

 

 

3,119,196

 

 AmeriLife Holdings, LLC

 

8/31/2028

 

 

1,452,819

 

 

 

1,614,244

 

 Applause App Quality, Inc.

 

10/24/2029

 

 

1,350,633

 

 

 

1,200,563

 

 Anthracite Buyer, Inc. (Coalfire)

 

12/3/2032

 

 

4,287,989

 

 

 

4,287,989

 

 Allied Benefit Systems Intermediate, LLC

 

10/31/2030

 

 

5,163,116

 

 

 

5,163,116

 

 Alpine Acquisition Corp II (48Forty)

 

1/14/2031

 

 

44,371

 

 

N/A

 

 Alpine Acquisition Corp II (48Forty)

 

1/14/2031

 

 

177,483

 

 

N/A

 

 Azuria Water Solutions Inc

 

1/26/2033

 

 

253,518

 

 

N/A

 

 Aryeh Bidco Investment Ltd (DentalCorp) (Canada)

 

1/14/2033

 

 

5,982,806

 

 

N/A

 

 Aryeh Bidco Investment Ltd (DentalCorp) (Canada)

 

1/14/2033

 

 

4,387,392

 

 

N/A

 

 As1 Sports Bidco Ltd (United Kingdom)

 

3/25/2033

 

 

6,519,951

 

 

N/A

 

 As1 Sports Bidco Ltd (United Kingdom)

 

3/27/2032

 

 

3,259,975

 

 

N/A

 

 Advanced Cooling Technologies Inc.

 

5/19/2033

 

 

4,906,143

 

 

N/A

 

 Avalon Borrower LLC (Gaming Labs)

 

6/18/2033

 

 

8,102,824

 

 

N/A

 

 Bluefin Holding, LLC (Allvue)

 

9/12/2029

 

 

1,190,668

 

 

 

1,190,668

 

 Bullhorn, Inc.

 

10/1/2029

 

 

1,281,416

 

 

 

1,281,416

 

 Bullhorn, Inc.

 

9/30/2029

 

N/A

 

 

 

1,124,030

 

 Bynder Bidco B.V. (Netherlands)

 

1/26/2029

 

 

171,174

 

 

 

171,174

 

 Bynder Bidco, Inc. (Netherlands)

 

1/26/2029

 

 

47,160

 

 

 

47,160

 

 Beekeeper Buyer Inc. (Archway)

 

6/30/2031

 

 

1,452,291

 

 

 

1,452,291

 

 Brown & Settle, Inc.

 

5/16/2030

 

N/A

 

 

 

612,946

 

 Chronicle Parent LLC (Lexitas)

 

4/15/2031

 

 

8,002,603

 

 

 

8,925,000

 

 Chronicle Parent LLC (Lexitas)

 

4/15/2031

 

 

3,240,741

 

 

 

3,240,741

 

 Civicplus LLC

 

8/24/2030

 

 

2,546,218

 

 

 

2,546,218

 

 Civicplus LLC

 

8/23/2030

 

 

698,657

 

 

 

698,657

 

 Cherry Bekaert Advisory, LLC

 

6/28/2030

 

N/A

 

 

 

447,254

 

 Cherry Bekaert Advisory, LLC

 

6/28/2030

 

N/A

 

 

 

3,627,369

 

 Clever Devices Ltd.

 

6/12/2030

 

 

309,208

 

 

 

432,891

 

 Clydesdale Acquisition Holdings, Inc

 

4/13/2029

 

N/A

 

 

 

4,852

 

 

5. Commitments and Contingencies (Continued)

 

 

 

 

 

Unfunded Balances (Continued)

 

Issuer

 

Maturity Date

 

June 30, 2026
(Unaudited)

 

 

December 31, 2025

 

 Cohnreznick Advisory LLC

 

3/26/2032

 

$

1,337,641

 

 

$

3,357,941

 

 Community Merger Sub Debt LLC (CINC Systems)

 

1/18/2030

 

 

1,731,362

 

 

 

1,997,725

 

 Compsych Holdings Corp

 

7/22/2031

 

 

3,737,596

 

 

 

3,737,596

 

 Crewline Buyer, Inc. (New Relic)

 

11/8/2030

 

 

995,744

 

 

 

995,744

 

 CP Iris Holdco I, Inc

 

10/27/2032

 

 

96,409

 

 

 

324,100

 

 Coreweave Financing DDTL V LLC

 

11/6/2031

 

 

1,464,429

 

 

N/A

 

 Corinthia Bidco Limited (Walkers Professional Services) (Cayman Islands)

 

6/2/2033

 

 

18,900,000

 

 

N/A

 

 Corinthia Bidco Limited (Walkers Professional Services) (Cayman Islands)

 

6/2/2033

 

 

9,072,000

 

 

N/A

 

 Clearwater Analytics Holdings, Inc.

 

6/27/2033

 

 

1,384,361

 

 

N/A

 

 Clearwater Analytics Holdings, Inc.

 

6/27/2033

 

 

899,835

 

 

N/A

 

 DNAnexus, Inc

 

12/18/2029

 

N/A

 

 

 

16,793,184

 

 Douglas Holdings, Inc (Docupace)

 

8/27/2030

 

N/A

 

 

 

1,635,795

 

 Douglas Holdings, Inc (Docupace)

 

8/27/2030

 

 

205,005

 

 

 

281,657

 

 Douglas Holdings, Inc (Docupace)

 

8/27/2030

 

 

743,543

 

 

 

743,543

 

 Deepl Se (Germany)

 

6/26/2030

 

 

14,783,278

 

 

 

14,783,278

 

 Deepl Se (Germany)

 

6/26/2030

 

 

4,166,336

 

 

 

4,166,336

 

 Dragos, Inc.

 

6/30/2030

 

N/A

 

 

 

19,924,142

 

 Dragos, Inc.

 

6/30/2030

 

 

7,315,247

 

 

 

7,315,247

 

 EBS Parent Holdings Inc. (The Difference Card)

 

7/1/2032

 

 

3,641,447

 

 

 

3,641,447

 

 EBS Parent Holdings Inc. (The Difference Card)

 

7/1/2032

 

 

1,213,816

 

 

 

1,213,816

 

 Emburse Inc.

 

5/28/2032

 

 

4,651,654

 

 

 

4,651,654

 

 Emburse Inc.

 

5/28/2032

 

 

4,651,654

 

 

 

4,651,654

 

 Express Wash Acquisition Company, LLC (Whistle)

 

4/10/2031

 

 

1,274,611

 

 

 

1,274,611

 

 e-Discovery Acquireco, LLC (Reveal)

 

8/23/2029

 

 

672,678

 

 

 

672,678

 

 EdgeCo Buyer, Inc.

 

6/1/2028

 

 

97,613

 

 

 

585,680

 

 EdgeCo Buyer, Inc.

 

6/1/2028

 

N/A

 

 

 

917,566

 

 FirstUp, Inc

 

7/13/2027

 

 

908,548

 

 

 

908,548

 

 Flexport Capital, LLC

 

6/30/2029

 

 

19,360,567

 

 

 

19,360,567

 

 Fusion Holding Corp. (Finalsite)

 

9/15/2028

 

 

269,071

 

 

 

167,010

 

 Fusion Risk Management, Inc.

 

5/22/2029

 

 

259,307

 

 

 

335,574

 

 G-3 Apollo Acquisition Corp (Appriss Retail)

 

3/10/2031

 

 

2,870,057

 

 

 

2,870,057

 

 G-3 Apollo Acquisition Corp (Appriss Retail)

 

3/10/2031

 

 

2,391,714

 

 

 

2,583,051

 

 GC Champion Acquisition LLC (Numerix)

 

8/19/2028

 

 

3,682,906

 

 

 

3,682,906

 

 GC Waves Holdings, Inc. (Mercer)

 

10/4/2030

 

 

831,419

 

 

 

831,419

 

 GTY Technology Holdings Inc.

 

7/9/2029

 

 

675,891

 

 

 

1,056,080

 

 GC Waves Holdings, Inc. (Mercer)

 

10/4/2030

 

 

19,304,066

 

 

 

28,606,431

 

 Griffon Bidco Inc. (Layerzero)

 

7/31/2031

 

 

4,597,405

 

 

 

4,597,405

 

 Griffon Bidco Inc. (Layerzero)

 

7/31/2031

 

 

4,597,405

 

 

 

4,597,405

 

 Higginbotham Insurance Agency, Inc.

 

6/11/2031

 

 

7,860,000

 

 

 

12,000,000

 

 Higginbotham Insurance Agency, Inc.

 

12/10/2027

 

N/A

 

 

 

345,585

 

 

5. Commitments and Contingencies (Continued)

 

 

 

 

 

Unfunded Balances (Continued)

 

Issuer

 

Maturity Date

 

June 30, 2026
(Unaudited)

 

 

December 31, 2025

 

 Honey Intermediate, Inc. (iLobby) (Canada)

 

9/30/2030

 

$

1,872,401

 

 

$

1,872,401

 

 HSI Halo Acquisitions, Inc.

 

6/28/2031

 

N/A

 

 

 

551,868

 

 HSI Halo Acquisitions, Inc.

 

6/28/2031

 

 

735,825

 

 

 

735,825

 

 Huckabee Acquisition, LLC (MOREgroup)

 

1/16/2030

 

N/A

 

 

 

1,020,417

 

 Huckabee Acquisition, LLC (MOREgroup)

 

1/16/2030

 

 

612,250

 

 

 

612,250

 

 Hyphen Solutions, LLC

 

8/6/2032

 

 

6,417,610

 

 

 

6,417,610

 

 Hyphen Solutions, LLC

 

8/6/2032

 

 

3,850,566

 

 

 

3,850,566

 

 Hobbs & Associates, LLC

 

7/23/2031

 

N/A

 

 

 

414,167

 

 Integrity Marketing Acquisition, LLC

 

8/25/2028

 

 

2,709,613

 

 

 

2,709,613

 

 Integrity Marketing Acquisition, LLC

 

8/25/2028

 

 

4,184,623

 

 

 

4,184,623

 

 Intercept Bidco, Inc.

 

6/3/2030

 

N/A

 

 

 

2,591,349

 

 Intercept Bidco, Inc.

 

6/3/2030

 

 

1,727,566

 

 

 

1,727,566

 

 IVXS UK Limited (ComplyAdvantage) (United Kingdom)

 

5/19/2029

 

N/A

 

 

 

3,155,511

 

 IvyRehab Intermediate II, LLC

 

4/23/2029

 

 

13,027,863

 

 

 

21,548,457

 

 JF Acquisition, LLC (JF Petroleum)

 

6/18/2030

 

 

4,505,216

 

 

 

6,723,169

 

 JF Acquisition, LLC (JF Petroleum)

 

6/18/2030

 

 

4,158,661

 

 

 

4,158,661

 

 June Purchaser LLC

 

11/28/2031

 

 

107,836

 

 

N/A

 

 Kaman Corporation

 

2/26/2032

 

N/A

 

 

 

494,807

 

 Kaman Corporation

 

2/26/2032

 

 

440,072

 

 

N/A

 

 Kid Distro Holdings, LLC

 

10/1/2029

 

 

1,546,384

 

 

 

1,546,384

 

 Lighthouse Parent Holdings, Inc (Aperture)

 

12/20/2031

 

 

266,865

 

 

 

1,700,161

 

 Lighthouse Parent Holdings, Inc (Aperture)

 

12/20/2031

 

 

1,085,209

 

 

 

1,085,209

 

 Lighthouse Parent Holdings, Inc (Aperture)

 

12/20/2031

 

 

14,423,077

 

 

N/A

 

 LJ Avalon Holdings, LLC (Ardurra)

 

2/1/2030

 

N/A

 

 

 

1,594,443

 

 LJ Avalon Holdings, LLC (Ardurra)

 

2/1/2029

 

 

606,845

 

 

 

689,596

 

 LJ Avalon Holdings, LLC (Ardurra)

 

2/1/2030

 

 

3,378,209

 

 

N/A

 

 Logicmonitor Inc.

 

11/19/2031

 

 

1,856,512

 

 

 

1,856,512

 

 Logicmonitor Inc.

 

10/7/2032

 

 

10,888,019

 

 

 

10,888,019

 

 Lucky US BuyerCo, LLC (Global Payments)

 

3/30/2029

 

 

35,720

 

 

 

37,679

 

 Madison Logic Holdings, Inc.

 

12/30/2027

 

 

85,805

 

 

 

85,805

 

 MRO Parent Corporation

 

6/9/2032

 

 

3,022,672

 

 

 

3,022,672

 

 MRO Parent Corporation

 

6/9/2032

 

 

3,022,672

 

 

 

3,022,672

 

 Modigent, LLC (Pueblo)

 

8/23/2027

 

 

1,021,491

 

 

 

1,021,491

 

 Mpulse Mobile Inc.

 

8/26/2032

 

 

3,821,067

 

 

 

3,821,067

 

 Mpulse Mobile Inc.

 

8/26/2032

 

 

5,731,601

 

 

 

5,731,601

 

 MB2 Dental Solutions LLC

 

2/13/2031

 

 

13,806,148

 

 

N/A

 

 Oak Funding LLC

 

12/2/2032

 

 

1,706,111

 

 

 

1,706,111

 

 Onward Acquireco Inc (Onestream Inc)

 

4/1/2033

 

 

5,518,735

 

 

N/A

 

 Onward Acquireco Inc (Onestream Inc)

 

4/1/2033

 

 

2,299,933

 

 

N/A

 

 Payroc, LLC

 

11/1/2027

 

 

63,273

 

 

 

166,509

 

 

5. Commitments and Contingencies (Continued)

 

 

 

 

 

Unfunded Balances (Continued)

 

Issuer

 

Maturity Date

 

June 30, 2026
(Unaudited)

 

 

December 31, 2025

 

 PMA Parent Holdings, LLC

 

1/31/2031

 

$

5,032,725

 

 

$

5,032,725

 

 Pye-Barker Fire & Safety LLC

 

12/16/2032

 

 

246,600

 

 

 

126,750

 

 Palmdale Oil Company, LLC

 

12/12/2031

 

N/A

 

 

 

228,988

 

 Palmdale Oil Company, LLC

 

12/12/2031

 

 

763,292

 

 

 

763,292

 

 Palmdale Oil Company, LLC

 

5/14/2029

 

N/A

 

 

 

309,850

 

 Pareto Health Intermediate Holdings Inc

 

6/1/2029

 

 

459,249

 

 

N/A

 

 Raven Acquisition Holdings LLC (R1 RCM)

 

11/19/2031

 

 

108,175

 

 

 

136,326

 

 RBS Buyer Inc.

 

7/31/2031

 

 

3,406,439

 

 

 

3,406,439

 

 RBS Buyer Inc.

 

7/31/2031

 

 

5,677,398

 

 

 

5,677,398

 

 Secretariat Advisors LLC

 

2/24/2032

 

 

885,777

 

 

 

885,777

 

 Serrano Parent, LLC (Sumo Logic)

 

5/12/2030

 

 

311,540

 

 

 

409,922

 

 Skydio, Inc

 

12/4/2029

 

N/A

 

 

 

3,750,000

 

 Spark Buyer, LLC (Sparkstone)

 

10/15/2031

 

 

4,701,603

 

 

 

4,701,603

 

 Spark Buyer, LLC (Sparkstone)

 

10/15/2031

 

 

1,057,861

 

 

 

1,551,529

 

 Spartan Bidco Pty Ltd (StarRez) (Australia)

 

1/24/2028

 

N/A

 

 

 

360,555

 

 Streamland Media Midco LLC

 

3/31/2029

 

 

34,716

 

 

 

57,174

 

 Stonebridge Companies, LLC

 

5/16/2031

 

 

1,792,747

 

 

 

1,792,747

 

 Stonebridge Companies, LLC

 

5/16/2030

 

 

1,195,165

 

 

 

1,195,165

 

 Syndigo, LLC

 

9/2/2032

 

 

3,534,325

 

 

 

4,207,530

 

 Signia Aerospace, LLC

 

11/21/2031

 

N/A

 

 

 

119,638

 

 Signia Aerospace, LLC

 

12/11/2031

 

 

86,405

 

 

N/A

 

 Shackleton Bidco Inc. (Payworks) (Canada)

 

11/5/2032

 

 

3,826,279

 

 

 

3,826,279

 

 Shackleton Bidco Inc. (Payworks) (Canada)

 

11/5/2032

 

 

15,305,116

 

 

 

15,305,116

 

 SRS Acquiom Holdings LLC

 

1/14/2032

 

 

4,951,663

 

 

N/A

 

 Thunder Purchaser, Inc. (Vector Solutions)

 

6/30/2028

 

 

342,194

 

 

 

342,194

 

 Titan Home Improvement, LLC (Renuity)

 

5/31/2030

 

N/A

 

 

 

1,810,099

 

 Titan Home Improvement, LLC (Renuity)

 

5/31/2030

 

 

1,508,416

 

 

 

1,508,416

 

 Trintech, Inc.

 

7/25/2029

 

N/A

 

 

 

516,842

 

 Vensure Employer Services, Inc.

 

9/19/2031

 

N/A

 

 

 

250,355

 

 Vortex Companies, LLC

 

9/4/2029

 

N/A

 

 

 

4,658,247

 

 Vortex Companies, LLC

 

9/4/2029

 

 

763,881

 

 

 

1,061,989

 

 Vensure Employer Services, Inc.

 

9/27/2031

 

 

4,952,862

 

 

N/A

 

 Wealth Enhancement Group, LLC

 

10/2/2028

 

 

940,284

 

 

 

3,896,494

 

 Wealth Enhancement Group, LLC

 

10/4/2028

 

 

1,318,338

 

 

 

1,318,338

 

 Wealth Enhancement Group, LLC

 

10/2/2028

 

 

7,609,295

 

 

 

7,609,295

 

 Wharf Street Rating Acquisition, LLC (KBRA)

 

9/16/2032

 

 

3,937,508

 

 

 

3,937,508

 

 Wharf Street Rating Acquisition, LLC (KBRA)

 

9/16/2032

 

 

3,937,508

 

 

 

3,937,508

 

 Zenith AcquisitionCo LLC

 

1/13/2033

 

 

10,875,416

 

 

N/A

 

 Zenith AcquisitionCo LLC

 

1/13/2033

 

 

4,255,453

 

 

N/A

 

 Total Unfunded Balances

 

 

 

$

430,613,179

 

 

$

402,336,961

 

 

 

6. Other Related Party Transactions

The Investment Adviser paid all of the Fund’s organizational and offering expenses on the Fund’s behalf. During the Reimbursement Period, the Fund agreed to reimburse the Investment Adviser for any and all Expense Support Agreement Expense Payments incurred by the Investment Adviser under the Expense Support Agreement to the extent that the Fund’s annual Operating Expenses did not exceed 1.25% of the value of the Fund’s net assets, calculated monthly based on month-end net assets. The Reimbursement Period expired on March 18, 2025. From inception of the Fund through the expiration of the Reimbursement Period, the Fund reimbursed the Investment Adviser for $0.8 million related to organizational and offering expenses of the Fund pursuant to the Expense Support Agreement.

From time to time, the Investment Adviser advances payments to third parties on behalf of the Fund and receives reimbursement from the Fund under the Expense Support and Conditional Reimbursement Agreement. At June 30, 2026 and December 31, 2025, amounts reimbursable to the Investment Adviser under the Expense Support and Conditional Reimbursement Agreement totaled $0.2 million and $0.1 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities. The Investment Adviser may also elect to pay certain expenses on the Fund’s behalf, provided that no portion of an Expense Payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. For the three months ended June 30, 2026, the Fund received $8.6 million in expense support from the Investment Adviser. There was no expense support received for the three months ended June 30, 2025. For the six months ended June 30, 2026, the Fund received $18.8 million in expense support from the Investment Adviser. There was no expense support received for the six months ended June 30, 2025.

The Fund has entered into an administration agreement (the “Administration Agreement”) with the Administrator. Pursuant to the Administration Agreement, the Administrator will perform (or oversee, or arrange for, the performance by third parties of) the administrative services necessary for the operation of the Fund, including but not limited to, determining and publishing the Fund's net asset value (“NAV”), overseeing the preparation and filing of the Fund's tax returns, and the printing and dissemination of reports to shareholders of the Fund, and generally overseeing the payment of the Fund's expenses and the performance of administrative and professional services rendered to the Fund by others. The Fund reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities thereunder, including payments to the Administrator in an amount equal to the Fund’s allocable portion of overhead and other expenses incurred by the Administrator or its affiliate in performing its obligations and services under the Administration Agreement, such as rent, license fees and other costs associated with computer software utilized in providing such obligations and services and the Fund’s allocable portion of the cost of personnel attributable to performing such obligations and services, including, but not limited to, marketing, legal and other services performed by the Administrator for the Fund. The Administrator will also, on behalf of the Fund, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other shareholders servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, shareholders and such other persons in any such other capacity deemed to be necessary or desirable. For the six months ended June 30, 2026 and 2025, the Fund incurred $0.9 million and $0.7 million, respectively, for such administrative service expenses.

7. Stockholders’ Equity and Dividends

The Fund is offering on a continuous basis up to $5,000,000,000 of the Fund’s common shares of beneficial interest (“Common Shares”). The Fund is offering to sell any combination of three classes of Common Shares, Class D shares, Class S shares and Institutional shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares equals the Fund’s NAV per share, as of the effective date of the monthly share purchase date. The Fund’s offering is a “best efforts” offering, which means that BlackRock Investments, LLC, the distributor for the offering, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares of such offering.

7. Stockholders’ Equity and Dividends (Continued)

The Fund has the authority to issue an unlimited number of Common Shares of any class and an unlimited number of shares of preferred shares, at a par value $0.001 per share. As of June 30, 2026, the Fund had 64,631,246 Institutional shares, 4,997,984 Class S shares, and 98,253 Class D shares issued and outstanding.

The following table summarizes transactions in Common Shares for the six months ended June 30, 2026 and 2025:

 

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Institutional Class

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

6,309,022

 

 

$

149,741,633

 

 

 

8,789,020

 

 

$

215,382,569

 

Distributions reinvested

 

 

1,151,868

 

 

 

27,301,104

 

 

 

993,991

 

 

 

24,339,615

 

Share transfers between classes

 

 

2,067

 

 

 

49,059

 

 

 

 

 

 

 

Share Repurchases

 

 

(3,871,561

)

 

 

(91,517,184

)

 

 

(192,401

)

 

 

(4,716,162

)

Net Increase (Decrease)

 

 

3,591,396

 

 

$

85,574,612

 

 

 

9,590,610

 

 

$

235,006,022

 

 

 

 

 

 

 

 

 

 

 

 

 

Class S

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

473,287

 

 

$

11,245,500

 

 

 

1,588,901

 

 

$

38,949,491

 

Distributions reinvested

 

 

44,116

 

 

 

1,045,482

 

 

 

12,770

 

 

 

311,734

 

Share Repurchases

 

 

(301,551

)

 

 

(7,130,013

)

 

 

(3,084

)

 

 

(76,445

)

Net Increase (Decrease)

 

 

215,852

 

 

$

5,160,969

 

 

 

1,598,587

 

 

$

39,184,780

 

 

 

 

 

 

 

 

 

 

 

 

 

Class D

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

3,427

 

 

$

81,500

 

 

 

73,237

 

 

$

1,789,250

 

Distributions reinvested

 

 

3,543

 

 

 

83,983

 

 

 

752

 

 

 

18,291

 

Share transfers between classes

 

 

(2,067

)

 

 

(49,059

)

 

 

 

 

 

 

Net Increase (Decrease)

 

 

4,903

 

 

$

116,424

 

 

 

73,989

 

 

$

1,807,541

 

We expect to determine our NAV for each class of shares each month as of the last day of each calendar month. The NAV per share for each class of shares is determined by dividing the value of total assets attributable to the class minus liabilities attributable to the class by the total number of Common Shares outstanding of the class at the date as of which the determination is made. 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 presents our monthly NAV per share for each of the three classes of shares since our inception through June 30, 2026.

 

7. Stockholders’ Equity and Dividends (Continued)

 

 

 

NAV per Share

 

For the Month Ended

 

Institutional Class

 

 

Class S

 

 

Class D

 

June 30, 2022

 

$

23.49

 

 

N/A

 

 

N/A

 

July 31, 2022

 

 

24.40

 

 

N/A

 

 

N/A

 

August 31, 2022

 

 

24.86

 

 

N/A

 

 

N/A

 

September 30, 2022

 

 

23.74

 

 

N/A

 

 

N/A

 

October 31, 2022

 

 

23.89

 

 

N/A

 

 

N/A

 

November 30, 2022

 

 

23.93

 

 

N/A

 

 

N/A

 

December 31, 2022

 

 

23.69

 

 

N/A

 

 

N/A

 

January 31, 2023

 

 

24.28

 

 

N/A

 

 

N/A

 

February 28, 2023

 

 

24.25

 

 

N/A

 

 

N/A

 

March 31, 2023

 

 

24.23

 

 

N/A

 

 

N/A

 

April 30, 2023

 

 

24.38

 

 

N/A

 

 

N/A

 

May 31, 2023

 

 

24.05

 

 

N/A

 

 

N/A

 

June 30, 2023

 

 

24.49

 

 

N/A

 

 

N/A

 

July 31, 2023

 

 

24.73

 

 

N/A

 

 

N/A

 

August 31, 2023

 

 

24.85

 

 

N/A

 

 

N/A

 

September 30, 2023

 

 

24.99

 

 

N/A

 

 

N/A

 

October 31, 2023

 

 

24.70

 

 

N/A

 

 

N/A

 

November 30, 2023

 

 

24.87

 

 

N/A

 

 

N/A

 

December 31, 2023

 

 

24.85

 

 

N/A

 

 

N/A

 

January 31, 2024

 

 

24.92

 

 

N/A

 

 

N/A

 

February 29, 2024

 

 

24.93

 

 

N/A

 

 

N/A

 

March 31, 2024

 

 

24.98

 

 

N/A

 

 

N/A

 

April 30, 2024

 

 

24.93

 

 

N/A

 

 

N/A

 

May 31, 2024

 

 

24.95

 

 

N/A

 

 

N/A

 

June 30, 2024

 

 

24.84

 

 

 

24.84

 

 

N/A

 

July 31, 2024

 

 

24.75

 

 

 

24.75

 

 

N/A

 

August 31, 2024

 

 

24.79

 

 

 

24.79

 

 

 

24.79

 

September 30, 2024

 

 

24.77

 

 

 

24.77

 

 

 

24.77

 

October 31, 2024

 

 

24.83

 

 

 

24.83

 

 

 

24.83

 

November 30, 2024

 

 

24.84

 

 

 

24.84

 

 

 

24.84

 

December 31, 2024

 

 

24.79

 

 

 

24.79

 

 

 

24.79

 

January 31, 2025

 

 

24.77

 

 

 

24.77

 

 

 

24.77

 

February 28, 2025

 

 

24.64

 

 

 

24.64

 

 

 

24.64

 

March 31, 2025

 

 

24.42

 

 

 

24.42

 

 

 

24.42

 

April 30, 2025

 

 

24.11

 

 

 

24.11

 

 

 

24.11

 

May 31, 2025

 

 

24.27

 

 

 

24.27

 

 

 

24.27

 

June 30, 2025

 

 

24.24

 

 

 

24.24

 

 

 

24.24

 

July 31, 2025

 

 

24.22

 

 

 

24.22

 

 

 

24.22

 

August 31, 2025

 

 

24.20

 

 

 

24.20

 

 

 

24.20

 

September 30, 2025

 

 

24.07

 

 

 

24.07

 

 

 

24.07

 

October 31, 2025

 

 

23.99

 

 

 

23.99

 

 

 

23.99

 

November 30, 2025

 

 

23.98

 

 

 

23.98

 

 

 

23.98

 

December 31, 2025

 

 

23.95

 

 

 

23.95

 

 

 

23.95

 

January 31, 2026

 

 

23.90

 

 

 

23.90

 

 

 

23.90

 

February 28, 2026

 

 

23.53

 

 

 

23.53

 

 

 

23.53

 

March 31, 2026

 

 

23.52

 

 

 

23.52

 

 

 

23.52

 

April 30, 2026

 

 

23.65

 

 

 

23.65

 

 

 

23.65

 

May 31, 2026

 

 

23.65

 

 

 

23.65

 

 

 

23.65

 

June 30, 2026

 

 

23.49

 

 

 

23.49

 

 

 

23.49

 

Dividends and distributions to common shareholders are recorded on the ex-dividend date. Distributions are declared considering net investment income available for distribution to shareholders, at the discretion of our Board of Trustees.

7. Stockholders’ Equity and Dividends (Continued)

Institutional Class

The following tables summarize the Fund's dividends declared for the Institutional Class shares for the six months ended June 30, 2026 and 2025:

 

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Amount Per Share

 

 

Total Amount

 

January 24, 2025

 

January 30, 2025

 

February 26, 2025

 

Regular

 

$

0.2300

 

 

$

5,923,347

 

February 25, 2025

 

February 27, 2025

 

March 27, 2025

 

Regular

 

 

0.2300

 

 

 

6,249,265

 

March 24, 2025

 

March 28, 2025

 

April 28, 2025

 

Regular

 

 

0.2300

 

 

 

6,588,559

 

April 24, 2025

 

April 29, 2025

 

May 28, 2025

 

Regular

 

 

0.2300

 

 

 

7,190,565

 

May 23, 2025

 

May 29, 2025

 

June 26, 2025

 

Regular

 

 

0.2300

 

 

 

7,422,523

 

June 26, 2025

 

June 27, 2025

 

July 29, 2025

 

Regular

 

 

0.2300

 

 

 

7,802,691

 

 

 

 

 

 

 

 

$

1.3800

 

 

$

41,176,950

 

January 26, 2026

 

January 29, 2026

 

February 25, 2026

 

Regular

 

$

0.1956

 

 

$

12,008,822

 

February 24, 2026

 

February 26, 2026

 

March 27, 2026

 

Regular

 

 

0.1951

 

 

 

12,384,535

 

March 25, 2026

 

March 30, 2026

 

April 28, 2026

 

Regular

 

 

0.1922

 

 

 

12,554,379

 

April 29, 2026

 

April 29, 2026

 

May 27, 2026

 

Regular

 

 

0.1921

 

 

 

12,230,846

 

May 21, 2026

 

May 28, 2026

 

June 26, 2026

 

Regular

 

 

0.1931

 

 

 

12,406,751

 

June 23, 2026

 

June 29, 2026

 

July 29, 2026

 

Regular

 

 

0.1784

 

 

 

11,530,214

 

 

 

 

 

 

 

 

$

1.1465

 

 

$

73,115,548

 

Class S Shares

The following table summarizes the Fund's dividends declared for the Class S shares for the six months ended June 30, 2026 and 2025.

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Gross Amount
Per Share

 

 

Amount Per Share Net of Shareholder Servicing
 and/or Distribution Fees

 

 

Gross
Amount

 

 

Net
 Amount

 

January 24, 2025

 

January 30, 2025

 

February 26, 2025

 

Regular

 

$

0.2300

 

 

$

0.2124

 

 

$

472,537

 

 

$

436,377

 

February 25, 2025

 

February 27, 2025

 

March 27, 2025

 

Regular

 

 

0.2300

 

 

 

0.2125

 

 

 

527,138

 

 

 

487,029

 

March 24, 2025

 

March 28, 2025

 

April 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2125

 

 

 

599,042

 

 

 

553,463

 

April 24, 2025

 

April 29, 2025

 

May 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2127

 

 

 

683,484

 

 

 

632,083

 

May 23, 2025

 

May 29, 2025

 

June 26, 2025

 

Regular

 

 

0.2300

 

 

 

0.2129

 

 

 

731,457

 

 

 

677,139

 

June 26, 2025

 

June 27, 2025

 

July 29, 2025

 

Regular

 

 

0.2300

 

 

 

0.2128

 

 

 

783,555

 

 

 

724,982

 

 

 

 

 

 

 

 

 

$

1.3800

 

 

$

1.2758

 

 

$

3,797,213

 

 

$

3,511,074

 

January 26, 2026

 

January 29, 2026

 

February 25, 2026

 

Regular

 

$

0.1956

 

 

$

0.1786

 

 

$

937,564

 

 

$

856,245

 

February 24, 2026

 

February 26, 2026

 

March 27, 2026

 

Regular

 

 

0.1951

 

 

 

0.1782

 

 

 

963,373

 

 

 

879,794

 

March 25, 2026

 

March 30, 2026

 

April 28, 2026

 

Regular

 

 

0.1922

 

 

 

0.1755

 

 

 

967,310

 

 

 

883,414

 

April 29, 2026

 

April 29, 2026

 

May 27, 2026

 

Regular

 

 

0.1921

 

 

 

0.1754

 

 

 

949,261

 

 

 

866,922

 

May 21, 2026

 

May 28, 2026

 

June 26, 2026

 

Regular

 

 

0.1931

 

 

 

0.1763

 

 

 

958,874

 

 

 

875,689

 

June 23, 2026

 

June 29, 2026

 

July 29, 2026

 

Regular

 

 

0.1784

 

 

 

0.1616

 

 

 

891,640

 

 

 

807,897

 

 

 

 

 

 

 

 

$

1.1465

 

 

$

1.0458

 

 

$

5,668,024

 

 

$

5,169,962

 

 

 

 

 

 

 

 

 

7. Stockholders’ Equity and Dividends (Continued)

Class D Shares

The following table summarizes the Fund's dividends declared for the Class D shares for the six months ended June 30, 2026 and 2025.

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Gross Amount
Per Share

 

 

Amount Per Share Net of Shareholder Servicing
 and/or Distribution Fees

 

 

Gross
Amount

 

 

Net
 Amount

 

January 24, 2025

 

January 30, 2025

 

February 26, 2025

 

Regular

 

$

0.2300

 

 

$

0.2248

 

 

$

30,170

 

 

$

29,488

 

February 25, 2025

 

February 27, 2025

 

March 27, 2025

 

Regular

 

 

0.2300

 

 

 

0.2248

 

 

 

32,328

 

 

 

31,597

 

March 24, 2025

 

March 28, 2025

 

April 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2249

 

 

 

34,059

 

 

 

33,304

 

April 24, 2025

 

April 29, 2025

 

May 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2249

 

 

 

37,499

 

 

 

36,670

 

May 23, 2025

 

May 29, 2025

 

June 26, 2025

 

Regular

 

 

0.2300

 

 

 

0.2250

 

 

 

37,558

 

 

 

36,737

 

June 26, 2025

 

June 27, 2025

 

July 29, 2025

 

Regular

 

 

0.2300

 

 

 

0.2249

 

 

 

46,315

 

 

 

45,297

 

 

 

 

 

 

 

 

 

$

1.3800

 

 

$

1.3493

 

 

$

217,930

 

 

$

213,093

 

January 26, 2026

 

January 29, 2026

 

February 25, 2026

 

Regular

 

$

0.1956

 

 

$

0.1906

 

 

$

18,544

 

 

$

18,071

 

February 24, 2026

 

February 26, 2026

 

March 27, 2026

 

Regular

 

 

0.1951

 

 

 

0.1901

 

 

 

18,656

 

 

 

18,180

 

March 25, 2026

 

March 30, 2026

 

April 28, 2026

 

Regular

 

 

0.1922

 

 

 

0.1873

 

 

 

18,546

 

 

 

18,073

 

April 29, 2026

 

April 29, 2026

 

May 27, 2026

 

Regular

 

 

0.1921

 

 

 

0.1872

 

 

 

18,650

 

 

 

18,175

 

May 21, 2026

 

May 28, 2026

 

June 26, 2026

 

Regular

 

 

0.1931

 

 

 

0.1882

 

 

 

18,862

 

 

 

18,381

 

June 23, 2026

 

June 29, 2026

 

July 29, 2026

 

Regular

 

 

0.1784

 

 

 

0.1735

 

 

 

17,528

 

 

 

17,044

 

 

 

 

 

 

 

 

$

1.1465

 

 

$

1.1169

 

 

$

110,787

 

 

$

107,924

 

Character of Distributions

The Fund may fund its cash distributions to shareholders from any source of funds available to the Fund, 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 Investment Adviser, which is subject to recoupment.

Through October 31, 2024, all of the Fund’s distributions resulted from net investment income. From November 1, 2024 through July 31, 2025, certain of the Fund's distributions were from sources other than net investment income. Through June 30, 2026 a portion of the Fund's distributions resulted and future distributions may result from expense support from the Investment Adviser, which is subject to repayment by the Fund within three years from the date of payment. Any such distribution may not be based solely on the Fund’s investment performance, and can only be sustained if the Fund achieves positive investment performance in future periods and/or the Investment Adviser continues to provide expense support. The Fund’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Fund 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 GAAP basis, may include required adjustments to GAAP net investment income in the current period to determine taxable income available for distributions. The following tables present the sources of cash distributions on a GAAP basis that the Fund has declared on its common shares:

 

 

For the Six Months Ended June 30, 2026

 

 

 

Institutional Class

 

 

Class S

 

 

Class D

 

Source of Distribution

 

Per Share

 

 

Amount

 

 

Per Share

 

 

Amount

 

 

Per Share

 

 

Amount

 

Net investment income

 

$

1.15

 

 

$

73,115,548

 

 

$

1.05

 

 

$

5,169,962

 

 

$

1.12

 

 

$

107,924

 

Net realized gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1.15

 

 

$

73,115,548

 

 

$

1.05

 

 

$

5,169,962

 

 

$

1.12

 

 

$

107,924

 

 

7. Stockholders’ Equity and Dividends (Continued)

 

 

 

For the Six Months Ended June 30, 2025

 

 

 

Institutional Class

 

 

Class S

 

 

Class D

 

Source of Distribution

 

Per Share

 

 

Amount

 

 

Per Share

 

 

Amount

 

 

Per Share

 

 

Amount

 

Net investment income

 

$

1.06

 

 

$

31,455,532

 

 

$

0.95

 

 

$

2,612,570

 

 

$

1.03

 

 

$

161,503

 

Net realized gains

 

 

0.32

 

 

 

9,721,418

 

 

 

0.32

 

 

 

898,503

 

 

 

0.32

 

 

 

51,590

 

Total

 

$

1.38

 

 

$

41,176,950

 

 

$

1.28

 

 

$

3,511,073

 

 

$

1.35

 

 

$

213,093

 

 

8. Share Repurchase Program

At the discretion of the Fund’s Board of Trustees, the Fund is conducting a share repurchase program in which the Fund is repurchasing, in
each quarter, up to
5% of the Fund’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous
calendar quarter. The Fund does not intend to conduct a share repurchase offer during any calendar quarter for which our liquid assets plus available and undrawn leverage are less than
25% of our net assets as of the date of the most recent publicly available NAV prior to the commencement of such calendar quarter. In addition, our Board of Trustees may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934 and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the Fund’s share repurchase plan, to the extent the Fund offers to repurchase shares in any particular quarter, the Fund expects 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 business 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 valuation date of the applicable tender offer. The Early Repurchase Deduction may be waived at the Fund’s or Distributor’s discretion (a) in the case of repurchase requests arising from the death, divorce or qualified disability of the holder, (b) due to trade or operational error, or (c) for repurchase requests with respect to shares held in accounts of asset allocation programs, such as model portfolio management programs (and similar arrangements). The Early Repurchase Deduction will be waived in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance. In addition, the Fund’s Common Shares are sold to certain feeder vehicles primarily created to hold the Fund’s Common Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Fund may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. The Fund commenced its initial quarterly repurchase offer on April 28, 2023.

The following table presents information with respect to the Fund's repurchases for the six months ended June 30, 2026 and 2025:

Repurchase Offer Commencement Date

 

Repurchase request deadline

 

Number of Shares Repurchased
(All Classes)

 

 

Percentage of Outstanding Shares Repurchased(1)

 

 

Price Paid Per Share

 

 

Repurchase Pricing Date

 

Amount Repurchased
(All Classes)
(2)

 

January 30, 2026

 

February 27, 2026

 

 

2,957,174

 

 

 

4.2

%

 

$

23.52

 

 

March 31, 2026

 

$

69,530,707

 

May 11, 2026

 

June 8, 2026

 

 

3,522,433

 

 

 

5.0

%

 

$

23.49

 

 

June 30, 2026

 

$

82,721,401

 

______________________

(1)
Percentage is based on total shares as of the close of the previous calendar quarter. For the second quarter of 2026, the Fund received shareholder requests to repurchase approximately 5.3% of shares outstanding as of March 31, 2026, which exceeded the Fund's offer to repurchase up to 5% of its outstanding shares with respect to such quarter.
(2)
Net of Early Repurchase Deduction (if any).

 

Repurchase Offer Commencement Date

 

Repurchase request deadline

 

Number of Shares Repurchased
(All Classes)

 

 

Percentage of Outstanding Shares Repurchased(1)

 

 

Price Paid Per Share

 

 

Repurchase Pricing Date

 

Amount Repurchased
(All Classes)
(2)

 

January 31, 2025

 

February 28, 2025

 

 

139,189

 

 

 

0.5

%

 

$

24.42

 

 

March 31, 2025

 

$

3,398,946

 

April 30, 2025

 

May 28, 2025

 

 

265,506

 

 

 

0.7

%

 

$

24.24

 

 

June 30, 2025

 

$

6,434,733

 

______________________

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

(2) Net of Early Repurchase Deduction (if any).

9. Financial Highlights

The following are the financial highlights for the six months ended June 30, 2026 and 2025.

 

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

 

Institutional Class

 

 

Class S

 

 

Class D

 

 

Institutional Class

 

 

Class S

 

 

Class D

 

Per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share NAV at beginning of period

 

$

23.95

 

 

$

23.95

 

 

$

23.95

 

 

$

24.79

 

 

$

24.79

 

 

$

24.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment operations: (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

1.15

 

 

 

1.05

 

 

 

1.12

 

 

 

1.06

 

 

 

0.96

 

 

 

1.03

 

Net realized and unrealized gain (loss)

 

 

(0.46

)

 

 

(0.46

)

 

 

(0.46

)

 

 

(0.23

)

 

 

(0.23

)

 

 

(0.23

)

Total from investment operations

 

 

0.69

 

 

 

0.59

 

 

 

0.66

 

 

 

0.83

 

 

 

0.73

 

 

 

0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends to common shareholders

 

 

(1.15

)

 

 

(1.05

)

 

 

(1.12

)

 

 

(1.38

)

 

 

(1.28

)

 

 

(1.35

)

Per share NAV at end of period

 

$

23.49

 

 

$

23.49

 

 

$

23.49

 

 

$

24.24

 

 

$

24.24

 

 

$

24.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return based on net asset value: (2)

 

 

2.88

%

 

 

2.46

%

 

 

2.76

%

 

 

3.35

%

 

 

2.94

%

 

 

3.23

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares outstanding at end of period

 

 

64,631,246

 

 

 

4,997,984

 

 

 

98,253

 

 

 

33,924,743

 

 

 

3,406,762

 

 

 

201,370

 

Ratios to average net asset value: (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income(4)

 

 

10.36

%

 

 

9.48

%

 

 

10.09

%

 

 

9.50

%

 

 

8.82

%

 

 

9.25

%

Expenses before incentive fee (5)

 

 

2.95

%

 

 

3.81

%

 

 

3.21

%

 

 

6.75

%

 

 

7.86

%

 

 

7.06

%

Expenses and incentive fee (6)(7)(8)

 

 

3.48

%

 

 

4.34

%

 

 

3.73

%

 

 

7.31

%

 

 

8.43

%

 

 

7.61

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending net asset value

 

$

1,518,421,090

 

 

$

117,420,665

 

 

$

2,308,324

 

 

$

822,188,281

 

 

$

82,565,096

 

 

$

4,880,339

 

Weighted-average number of common shares

 

 

63,791,678

 

 

 

4,944,694

 

 

 

96,664

 

 

 

29,852,135

 

 

 

2,754,387

 

 

 

157,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund-level Supplemental Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio turnover rate

 

 

6.86

%

 

 

 

 

 

 

 

 

10.27

%

 

 

 

 

 

 

Weighted-average debt outstanding

 

$

921,927,856

 

 

 

 

 

 

 

 

$

507,740,331

 

 

 

 

 

 

 

Weighted-average interest rate on debt

 

 

5.60

%

 

 

 

 

 

 

 

 

6.49

%

 

 

 

 

 

 

Weighted-average debt per share

 

$

13.22

 

 

 

 

 

 

 

 

$

13.53

 

 

 

 

 

 

 

 

(1)
Per share changes in net asset value are computed based on the actual number of shares outstanding during the time such activity occurred.
(2)
Not annualized for periods less than one year. Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.
(3)
Annualized for periods less than one year except for incentive fees and other certain non-recurring expenses.
(4)
Net of incentive fees and excise taxes.
(5)
Includes interest and other debt costs but excludes excise taxes.
(6)
Includes incentive fees and all Fund expenses including interest and other debt costs but excludes excise taxes.
(7)
For the six months ended June 30, 2026, amounts are annualized except for organizational costs, management fee and income based incentive fee waivers by the Investment Adviser. For the six months ended June 30, 2026 the ratio of total operating expenses to average net assets was 6.65%, 7.50%, and 6.89% on Institutional Class, Class S and Class D, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and income based incentive fee waivers by the Investment Adviser which represented 2.63%, 2.63% and 2.63% on Institutional Class, Class S and Class D, respectively, of average net assets.
(8)
For the six months ended June 30, 2025, the ratio of total operating expenses to average net assets was 7.87%, 9.01% and 8.18% on Institutional Class, Class S and Class D respectively, on an annualized basis, excluding the effect of management fee and income based incentive fee waivers by the Investment Adviser which represented 0.00%, 0.00% and 0.00% on Institutional Class, Class S and Class D, respectively, of average net assets.

10. Senior Securities

Information about the Fund's senior securities is shown in the following table for the period ended June 30, 2026 and for each of the years ended December 31, 2025, 2024, 2023 and the period from March 18, 2022 (Inception) to December 31, 2022.

 

Class and Year

 

Total Amount
Outstanding
(1)

 

 

Asset
Coverage
Per Unit
(2)

 

 

Involuntary
Liquidating
Preference
Per Unit
(3)

 

 

Average
Market
Value Per
Unit
(4)

Credit Facility

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

260,000,000

 

 

$

3,934

 

 

 

 

 

N/A

Fiscal year 2025

 

 

260,000,000

 

 

 

4,657

 

 

 

 

 

N/A

Fiscal year 2024

 

 

320,000,000

 

 

 

3,229

 

 

 

 

 

N/A

Fiscal year 2023

 

 

156,000,000

 

 

 

2,510

 

 

 

 

 

N/A

Fiscal year 2022

 

 

95,000,000

 

 

 

2,225

 

 

 

 

 

N/A

Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

144,266,304

 

 

$

3,934

 

 

 

 

 

N/A

Fiscal year 2025

 

 

50,970,583

 

 

 

4,657

 

 

 

 

 

N/A

Fiscal year 2024

 

 

 

 

 

3,229

 

 

 

 

 

N/A

SG Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

200,000,000

 

 

$

3,934

 

 

 

 

 

N/A

Fiscal year 2025

 

 

200,000,000

 

 

 

4,657

 

 

 

 

 

N/A

BMO Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

50,000,000

 

 

$

3,934

 

 

 

 

 

N/A

Tranche A Notes

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

70,000,000

 

 

$

2,641

 

 

 

 

 

N/A

Fiscal year 2025

 

 

70,000,000

 

 

 

2,859

 

 

 

 

 

N/A

Fiscal year 2024

 

 

70,000,000

 

 

 

2,656

 

 

 

 

 

N/A

Tranche B Notes

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

55,000,000

 

 

$

2,641

 

 

 

 

 

N/A

Fiscal year 2025

 

 

55,000,000

 

 

 

2,859

 

 

 

 

 

N/A

Promissory Notes

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

110,000

 

 

$

2,641

 

 

 

 

 

N/A

Fiscal year 2025

 

 

110,000

 

 

 

2,859

 

 

 

 

 

N/A

2025A Tranche B Notes

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

150,000,000

 

 

$

2,641

 

 

 

 

 

N/A

Fiscal year 2025

 

 

150,000,000

 

 

 

2,859

 

 

 

 

 

N/A

2025A Tranche A Notes

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2026 (Unaudited)

 

$

50,000,000

 

 

$

2,641

 

 

 

 

 

N/A

Fiscal year 2025

 

 

50,000,000

 

 

 

2,859

 

 

 

 

 

N/A

 

(1)
Total amount of each class of senior securities outstanding at the end of the period presented.
(2)
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. The asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(3)
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(4)
The Fund's senior securities are not registered for public trading.

11. Subsequent Events

On July 1, 2026, the Fund accepted $18.3 million of additional subscriptions, to purchase $16.9 million of additional Institutional shares and $1.5 million of additional Class S shares, par value $0.001 per share. On July 20, 2026, the number of shares being purchased was fixed when the purchase price of $23.49 per Institutional and Class S shares were determined by the Fund. As a result, the Fund issued 0.7 million Institutional shares and 0.1 million Class S shares and received $18.3 million in proceeds.

On July 24, 2026, the Fund declared a regular distribution as follows:

 

 

Gross Distribution

 

 

Shareholder Servicing and/or Distribution Fee

 

 

Net Distribution

 

Institutional Shares

 

$

0.1772

 

 

$

 

 

$

0.1772

 

Class S Shares

 

 

0.1772

 

 

 

0.0166

 

 

 

0.1606

 

Class D Shares

 

 

0.1772

 

 

 

0.0049

 

 

 

0.1723

 

The distribution will be payable to shareholders of record at the close of business on July 30, 2026 and will be paid on August 27, 2026. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund’s distribution reinvestment plan.

12. Segment Reporting

The Fund's chief executive officer and chief financial officer act as the Fund's chief operating decision maker ("CODM"). The CODM is responsible for assessing performance, allocating resources and making operating decisions of the Fund on a consolidated basis based on the net increase (decrease) in net assets resulting from operations (“net income”) of the Fund. The CODM has concluded that the Fund operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Fund's shareholders. As the Fund's operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

BlackRock Private Credit Fund

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

June 30, 2026

 

Investment

 

Acquisition Date

 Streamland Media Holdings LLC, Common Shares

 

3/31/2025

 48forty Intermediate Holdings, Inc., Common Shares

 

1/14/2026

 48forty Intermediate Holdings, Inc., Preferred Shares

 

1/14/2026

 

BlackRock Private Credit Fund

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2025

 

Investment

 

Acquisition Date

 New Insight Holdings, Inc. (Dynata), Common Shares

 

7/15/2024

 48forty Intermediate Holdings, Inc., Common Shares

 

11/5/2024

 Streamland Media Holdings LLC, Common Units

 

3/31/2025


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 our unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of BlackRock Private Credit Fund (the “Fund,” “we,” “us” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

the Fund’s, or the Fund’s portfolio companies’, future business, operations, operating results or prospects;
the return or impact of current and future investments;
the impact of a protracted decline in the liquidity of credit markets on the Fund’s business;
the impact of fluctuations in interest rates on the Fund’s business;
the impact of changes in laws or regulations governing the Fund’s operations or the operations of the Fund’s portfolio companies;
the Fund’s contractual arrangements and relationships with third parties;
the general economy and its impact on the industries in which the Fund invests;
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 financial condition of and ability of the Fund’s portfolio companies to achieve their objectives;
the Fund’s expected financings and investments;
the adequacy of the Fund’s financing resources and working capital;
the ability of BlackRock Capital Investment Advisors, LLC, the Fund’s investment adviser (the “Investment Adviser”)
and BlackRock Advisors, LLC, the Fund’s sub-adviser (the “Sub-Adviser” and, together with the Investment Adviser, the “Advisers”) to locate suitable investments for the Fund and to monitor and administer the Fund’s investments;
the timing of cash flows, if any, from the operations of the Fund’s portfolio companies;
the timing, form and amount of any dividend distributions;
the Fund’s ability to maintain the Fund’s qualification as a regulated investment company (“RIC”) and as a business development company (“BDC”); and
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward-looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in our Form 10-K for the year ended December 31, 2025 (the “Annual Report”).

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Fund is a Delaware statutory trust formed on December 23, 2021 and is an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). Our investment objective is to target high risk-adjusted returns produced primarily from current income generated by investing primarily in directly originated, senior secured corporate debt instruments. We seek to achieve our investment objective through investments in privately-originated, performing senior secured debt primarily in North America-based companies with target

enterprise values between $100 million and $1.5 billion. Performing debt is debt that at the time of investment is not defaulted or, in the view of the Advisers, distressed. The Fund targets positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Advisers believe provides flexibility to adapt to changing market conditions. The Fund may invest in securities of any maturity and credit quality. Our investment activities will benefit from what we believe are the competitive advantages of our Advisers, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies.

The Fund has elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, the Fund will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our shareholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the "Code"), for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our shareholders provided that we satisfy those requirements.

On July 1, 2025, BlackRock, Inc. completed its previously announced acquisition of 100% of the business and assets of HPS Investment Partners (“HPS”), a leading global credit investment manager (the “BlackRock/HPS Transaction”). In connection with the BlackRock/HPS Transaction, certain senior personnel of HPS joined the Advisor’s investment committee for the Fund’s portfolio as voting members.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934 (the "Exchange Act"), public domestic operating companies having a market capitalization of less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of June 30, 2026, approximately 86.4% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or payment-in-kind ("PIK"). Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

The Fund will be responsible for paying the compensation of the Investment Advisers. In addition, the Fund will generally be responsible for all operating expenses of the Fund, and shall pay, and shall reimburse the Investment Adviser or BlackRock Financial Management Inc., the Fund's administrator (the "Administrator") and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Fund relating or attributable to:

our organization;
calculating our net asset value (including the cost and expenses of any independent valuation firms);
interest payable on debt, if any, incurred to finance our investments;
the base management fee and any incentive fee;
dividends and distributions on our Common Shares;
administration fees payable under the administration agreement with the Administrator (the "Administration Agreement");
fees payable to third parties relating to, or associated with, making investments;
transfer agent and custodial fees;
registration fees;
taxes;
director fees and expenses;
costs of preparing and filing reports or other documents with the SEC;
costs of any reports, proxy statements or other notices to our shareholders, including printing costs;
our fidelity bond;
directors and officers/errors and omissions liability insurance, and any other insurance premiums;
indemnification payments;
direct costs and expenses of administration, including audit and legal costs; and
all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the Administration Agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The Investment Advisory Agreement with the Investment Adviser (the "Advisory Agreement") provides that the management fee is calculated at an annual rate of 1.25% of the value of the Fund’s net assets at the end of the most recently completed calendar month and payable monthly in arrears. For purposes of calculating the base management fee, “net assets” means the Fund’s total assets less liabilities determined on a consolidated basis in accordance with GAAP. For the first calendar month in which the Fund had operations, net assets were measured as the beginning net assets as of the date on which the Fund first issued Common Shares to one or more investors (other than the Investment Adviser and its affiliates). The Investment Adviser agreed to waive its management fee for the first twelve months following the date of the commencement of the Fund’s operations.

Additionally, the Advisory Agreement provides that the Investment Adviser may be entitled to incentive fee under certain circumstances. According to the terms of such agreement, the incentive fee equals the sum of (i) 12.5% of all net investment income and (ii) 12.5% of all net realized capital gains (net of any net unrealized capital depreciation) less net investment income incentive fee and capital gains incentive fee previously paid. However, incentive fee will only be paid to the extent the cumulative total return of the Fund after the incentive fee and including such payment would equal or exceed a 5% annual return on daily weighted-average unreturned contributed capital contributions. The determination of the incentive fee is subject to limitations under the 1940 Act and the Advisers Act.

Pursuant to the Amended and Restated Fee Waiver and Expense Support and Reimbursement Agreement between the Fund and the Investment Adviser, dated as of August 29, 2022, as amended on April 25, 2023, the Investment Adviser agreed to waive its base management fee and incentive fee for the period from the date of the commencement of the Fund’s operations through December 31, 2023.

Pursuant to the Sub-Advisory Agreement, the Investment Adviser, and not the Fund, will pay a portion of the management fee received by the Investment Adviser to the Sub-Adviser as a sub-advisory fee to the Sub-Adviser in an amount equal to a percentage of the average daily value of the Fund’s assets allocated to the Sub-Adviser.

Pursuant to the Expense Support and Conditional Reimbursement Agreement between the Fund and the Investment Adviser (the “Expense Support and Conditional Reimbursement Agreement”), the Investment Adviser may elect to pay certain expenses on the Fund’s behalf (an “Expense Payment”), provided that no portion of an Expense Payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. For additional information see “Note 3. Management Fees, Incentive Fees and Other Expenses” to the consolidated financial statements.

The Adviser has agreed to waive any portion of the income component of the Incentive Fee attributable to the inclusion of Expense Payments (as set forth in the Expense Support and Conditional Reimbursement Agreement) in the calculation of (i) aggregate net investment income before incentive compensation or (ii) total return.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires

management 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. Management considers the following critical accounting policies important to understanding the consolidated financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our consolidated financial statements.

Valuation of portfolio investments

Pursuant to Rule 2a-5 under the 1940 Act, which establishes requirements for determining fair value in good faith for purposes of the 1940 Act, the Fund's board of trustees (the "Board of Trustees") has designated the Investment Adviser as the Fund's valuation designee (the "Valuation Designee") to perform certain fair value functions, including performing fair value determinations. As required by Rule 2a-5, the Valuation Designee provides periodic fair valuation reporting and notifications on behalf of the Fund to the Board of Trustees to facilitate the Board of Trustees' oversight duties.

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Fund by the Valuation Designee. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

When market quotations are not readily available or are believed by the Valuation Designee to be inaccurate or unreliable, the Fund’s investments are valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by the Valuation Designee in accordance with documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee"). The Valuation Designee may conclude that a market quotation is not readily available, inaccurate or unreliable if a security or other asset or liability does not have a price source due to its complete lack of trading, if the Valuation Designee believes a market quotation from a broker-dealer or other source is unreliable (e.g., where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other asset or liability subsequent to the most recent market quotation), where the security or other asset or liability is only thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation.

For this purpose, a “significant event subsequent to the most recent market quotation” is deemed to occur if the Valuation Designee determines, in its business judgment prior to or at the time of pricing the Fund’s assets or liabilities, that it is likely that the event will cause a material change to the last exchange closing price or closing market price of one or more assets or liabilities held by the Fund. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where markets quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread. On any date the New York Stock Exchange is open and the primary exchange on which a foreign asset or liability is traded is closed, such asset or liability will be valued using the prior day’s price, provided that the Valuation Designee is not aware of any significant event or other information that would cause such price to no longer reflect the fair value of the asset or liability, in which case such asset or liability would be treated as a Fair Value Asset. For certain foreign securities, a third-party vendor supplies evaluated, systematic fair value pricing based upon the movement of a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing methodology is designed to correlate the prices of foreign securities following the close of the local markets to the price that might have prevailed as of the Fund’s pricing time.

A substantial portion of the Fund’s assets are expected to consist of securities of private companies for which there are no readily available market quotations. The information available in the marketplace for such companies, their securities and the status of their businesses and financial conditions is often extremely limited, outdated and difficult to confirm. Such securities are valued by the Fund monthly at fair value as determined pursuant to the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Fund by the Valuation Designee and approved by the Board of Trustees. In determining fair value each month, the Valuation Designee is required to consider all appropriate factors relevant to value and all indicators of value available to the Fund. The determination of fair value necessarily involves judgment in evaluating this information in order to determine the price that the Fund might reasonably expect to receive for the security upon its current sale. The most relevant information may often be that information which is provided by the issuer of the securities. Given the nature, timeliness, amount and reliability of information provided by the issuer, fair valuations may become more difficult and uncertain as such information is unavailable or becomes outdated. Because the Fund will value all of its assets monthly, the Fund is subject to greater risk that the information available to determine fair value on any given day is uncertain, incomplete and potentially unreliable and, as a result, that the prices assigned to fair valued securities may not in fact represent approximately the price that the Fund could receive upon their current sale.

Certain investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued on a monthly basis 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. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data (e.g., information available through regulatory filings, press releases, news feeds and financial press), including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, information provided by the company (e.g., letters to investors, financials, information provided pursuant to financial document reporting obligations), security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables and enterprise values.

With respect to the Fund’s investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value, the Valuation Designee has approved a valuation process that takes into account a variety of inputs.

When determining the price for a Fair Value Asset, the Valuation Committee shall seek to determine the price that the Fund might reasonably expect to receive from the current sale of that asset or liability in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant at the time of the determination, and may be based on analytical values determined by the Valuation Designee using proprietary or third party valuation models.

Fair value represents a good faith approximation of the value of an asset or liability. The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining the Fund’s NAV, and the differences between the fair value of the assets and the prices at which those assets are ultimately sold may be significant. As a result, the Fund’s sale or repurchase of its shares at NAV, at a time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders. Information that becomes known to the Fund or its agents after the NAV has been calculated in a particular month will not be used to retroactively adjust the price of a security or the NAV determined earlier that month.

The Fund’s annual audited financial statements, which are prepared in accordance with GAAP, follow the requirements for valuation set forth in ASC 820, which defines and establishes a hierarchical disclosure framework for measuring fair value under GAAP and expands financial statement disclosure requirements relating to fair value measurements.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1: Quoted prices in active markets for identical assets

Level 2: Other direct and indirect observable market inputs (for example, quoted prices in inactive markets or quotes for comparable investments)

Level 3: Independent third-party valuation sources that employ significant unobservable inputs

As of June 30, 2026, none of our investments were categorized as Level 1, 26.5% were categorized as Level 2 and 73.5% were Level 3 investments valued based on valuations by independent third party sources.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Valuation Designee's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the consolidated financial statements.

Revenue recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Debt investments are generally placed on non-accrual status when it is probable that principal or interest will not be collected according to the contractual terms. When a debt investment is placed on non-accrual status, accrued and unpaid interest (including any accrued PIK interest) is generally reversed, and discount accretion or premium amortization is discontinued. The Fund does not reverse previously capitalized PIK income. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the Fund's judgment regarding collectability of the outstanding principal and interest. Non-accrual investments are restored to accrual status if past due principal and interest are paid or, in the Fund's judgement, the repayment of the remaining contractual principal and interest is expected. The Fund may opt not to place a distressed debt investment on non-accrual status if principal and interest are secured through sufficient collateral value and are in the process of collection through legal actions or other efforts that are expected to result in repayment of principal and interest.

Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. Net realized gains or losses and net change in unrealized appreciation or depreciation also reflect the impact of foreign currency fluctuations associated with portfolio investments and other foreign currency denominated assets, liabilities, income and expense items.

Portfolio and investment activity

During the three months ended June 30, 2026, we invested approximately $231.3 million, comprised of new investments in 19 new portfolio companies, as well as draws made on existing commitments and payment in kind ("PIK") received on prior investments, all of which were in senior secured loans. Additionally, we received approximately $68.4 million in proceeds from sales or repayments during the three months ended June 30, 2026.

During the three months ended June 30, 2025, we invested approximately $464.4 million, comprised of new investments in 28 new portfolio companies, as well as draws made on existing commitments and PIK received on prior investments, all of which were in senior secured loans. Additionally, we received approximately $63.3 million in proceeds from sales or repayments during the three months ended June 30, 2025.

During the six months ended June 30, 2026, we invested approximately $464.0 million, comprised of new investments in 47 new portfolio companies, as well as draws made on existing commitments and PIK received on prior investments, all of which were in senior secured loans. Additionally, we received approximately $163.0 million in proceeds from sales or repayments during the six months ended June 30, 2026.

During the six months ended June 30, 2025, we invested approximately $845.5 million, comprised of new investments in 77 new portfolio companies, as well as draws made on existing commitments and PIK received on prior investments, all of which were in senior secured loans. Additionally, we received approximately $136.8 million in proceeds from sales or repayments during the six months ended June 30, 2025.

At June 30, 2026, our investment portfolio of $2,514.7 million (at fair value) consisted of 295 portfolio companies and was invested 100.0% in senior secured loans and 0.0% in equity investments. Our average portfolio company investment at fair value was approximately $8.5 million. Our largest portfolio company investment by fair value was approximately 2.0% of our portfolio and our five largest portfolio company investments by fair value comprised approximately 9.2% of our portfolio at June 30, 2026.

At December 31, 2025, our investment portfolio of $2,244.7 million (at fair value) consisted of 268 portfolio companies and was invested 100.0% in senior secured loans and 0.0% in equity investments. Our average portfolio company investment at fair value was approximately $8.4 million. Our largest portfolio company investment by fair value was approximately 2.1% of our portfolio and our five largest portfolio company investments by fair value comprised approximately 10.2% of our portfolio at December 31, 2025.

The industry composition of our portfolio at fair value at June 30, 2026 was as follows:

 

Industry

 

June 30, 2026

 

 Software

 

 

17.9

%

 Professional Services

 

 

10.8

%

 Diversified Financial Services

 

 

7.2

%

 Construction and Engineering

 

 

7.2

%

 Capital Markets

 

 

5.1

%

 Insurance

 

 

4.5

%

 Healthcare Providers and Services

 

 

3.9

%

 Hotels, Restaurants and Leisure

 

 

3.7

%

 Commercial Services and Supplies

 

 

3.5

%

 Health Care Technology

 

 

3.4

%

 Aerospace and Defense

 

 

3.2

%

 IT Services

 

 

3.2

%

 Media

 

 

2.9

%

 Machinery

 

 

2.2

%

 Internet Software and Services

 

 

1.9

%

 Automobiles

 

 

1.8

%

 Road and Rail

 

 

1.8

%

 Wireless Telecommunication Services

 

 

1.7

%

 Electrical Equipment

 

 

1.5

%

 Diversified Consumer Services

 

 

1.3

%

 Chemicals

 

 

1.3

%

 Communications Equipment

 

 

1.3

%

 Internet and Catalog Retail

 

 

1.2

%

 Textiles, Apparel and Luxury Goods

 

 

1.1

%

 Other

 

 

6.4

%

Totals

 

 

100.0

%

The weighted average effective yield of our debt and total portfolio was 8.7% at June 30, 2026 and 8.8% at December 31, 2025. At June 30, 2026, 100.0% of debt investments in our portfolio bore interest based on floating rates, such as the Secured Overnight Financing Rate ("SOFR"), Euro Interbank Offered Rate (“EURIBOR”), Canadian Overnight Repo Rate Average (“CORRA”), the Federal Funds Rate or Prime Rate, and 0.0% of the debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 80.2% at June 30, 2026. At December 31, 2025, 100.0% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, CORRA, the Federal Funds Rate or Prime Rate, and 0.0% of the debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 80.0% at December 31, 2025. Debt investments in one portfolio company was on non-accrual status as of June 30, 2026, representing 0.0% of the portfolio at fair value and 0.0% at cost. Debt investments in two portfolio companies were on non-accrual status as of December 31, 2025, representing 0.1% of the portfolio at fair value and 0.3% at cost.

Results of operations

Investment income

Investment income totaled $56.7 million and $36.0 million, respectively, for the three months ended June 30, 2026 and 2025, all of which was attributable to interest and fees on our debt investments. The increase in investment income in the three months ended June 30, 2026 compared to the three months ended June 30, 2025 reflects the significant increase in portfolio size as the Fund continues to ramp up.

Investment income totaled $111.1 million and $64.9 million, respectively, for the six months ended June 30, 2026 and 2025, all of which was attributable to interest and fees on our debt investments. The increase in investment income in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 reflects the significant increase in portfolio size as the Fund continues to ramp up.

Expenses

Total net operating expenses for the three months ended June 30, 2026 and 2025 were $18.0 million and $17.9 million, respectively, comprised of $14.7 million and $10.5 million in interest and other debt expenses, $5.4 million and $2.6 million in incentive fees, $5.1 million and $2.6 million in management fees, $0.5 million and $0.4 million in professional fees, $0.4 million and $0.4 million

in administrative expenses, $0.4 million and $0.2 million in custody fees, $1.2 million and $1.2 million in other operating expenses, offset by $(8.6) million and $0.0 million in expense support and $(1.1) million and $0.0 million in incentive fee waivers, respectively. The increase in expenses in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily reflects the significant increase in portfolio size, amount of debt outstanding, and other Fund activities as the Fund continues to ramp up, offset by the expense support and incentive fee waivers.

Total net operating expenses for the six months ended June 30, 2026 and 2025 were $32.7 million and $30.7 million, respectively, comprised of $28.7 million and $17.5 million in interest and other debt expenses, $10.9 million and $4.8 million in incentive fees, $10.1 million and $4.7 million in management fees, $0.7 million and $0.7 million in professional fees, $0.9 million and $0.7 million in administrative expenses, $0.7 million and $0.4 million in custody fees, $0.0 million and $(0.5) million in incentive fees on capital gains, and $1.8 million and $2.4 million in other operating expenses, offset by $(18.8) million and $0.0 million in expense support and $(2.3) million and $0.0 million in incentive fee waivers, respectively. The increase in expenses in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily reflects the significant increase in portfolio size, amount of debt outstanding, and other Fund activities as the Fund continues to ramp up, offset by the expense support and incentive fee waivers.

Net investment income (loss)

Net investment income was $38.8 million and $18.1 million respectively, for the three months ended June 30, 2026 and 2025. The increase in net investment income reflects the higher investment income, partially offset by the higher operating expenses in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Net investment income was $78.4 million and $34.2 million respectively, for the six months ended June 30, 2026 and 2025. The increase in net investment income reflects the higher investment income, partially offset by the higher operating expenses in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended June 30, 2026 and 2025 was $2.1 million and $(0.7) million respectively. Net realized gain for the three months ended June 30, 2026 was comprised primarily of $2.9 million in gains from foreign currency translation, partially offset by $(0.8) million in losses across the portfolio. Net realized loss for the three months ended June 30, 2025 was comprised primarily of $(0.5) million in losses from the restructuring of our investments in WOOF Holdings, Inc.

Net realized gain (loss) for the six months ended June 30, 2026 and 2025 was $(0.9) million and $(2.2) million, respectively. Net realized loss for the six months ended June 30, 2026 was comprised primarily of $(3.0) million in losses from the restructuring of our investments in Alpine Acquisition Corp II, as well as $(1.4) million in losses across the portfolio, partially offset by $3.5 million in gains from foreign currency translation. Net realized losses for the six months ended June 30, 2025 was comprised primarily of $(1.3) million in losses from the restructuring of our investments in Streamland Media Midco and $(0.5) million in losses from the restructuring of our investments in WOOF Holdings, Inc.

For the three months ended June 30, 2026 and 2025 the change in net unrealized appreciation (depreciation) was $(4.4) million and $1.0 million, respectively. The change in net unrealized appreciation (depreciation) for the three months ended June 30, 2026 was primarily driven by $(1.1) million in unrealized loss on our investment in e-Discovery Acquireco, LLC, $(1.0) million on our investment in Shackleton Bidco Inc., and $(0.9) million on our investment in As1 Sports Bidco Ltd, as well as $(0.8) million in unrealized losses from foreign currency translation. The change in net unrealized appreciation (depreciation) for the three months ended June 30, 2025 was primarily driven by $0.5 million in unrealized gain on our investment in JF Acquisition, LLC and $0.4 million on our investment in Woof Holdings, Inc, as well as unrealized gains across the portfolio.

For the six months ended June 30, 2026 and 2025, the change in net unrealized appreciation (depreciation) was $(30.5) million and $(4.7) million respectively. The change in net unrealized appreciation (depreciation) for the six months ended June 30, 2026 was primarily driven by $(2.0) million in unrealized losses on our investment in Shackleton Bidco Inc., $(1.8) million on our investment in GI Consilio Parent LLC, $(1.6) million on our investment in DigiCert Inc, $(1.5) million on our investment in ABC Technologies Inc, $(1.3) million on our investment in e-Discovery Acquireco, LLC, $(1.2) million on our investment in Syndigo LLC, and $(1.2) million on our investment in Logicmonitor, Inc, as well as unrealized losses across the portfolio from wider market spreads during the year. The change in net unrealized appreciation (depreciation) for the six months ended June 30, 2025 was primarily driven by $(1.0) million in unrealized losses on our investment in Alpine Acquisition Corp II and $(0.6) million on our investment in Brand Industrial Services, $(0.6) million change in unrealized depreciation on our investment in TouchTunes Interactive Networks, as well as unrealized losses across the portfolio.

Incentive compensation

The income component of the incentive fee will be the amount, if positive, equal to 12.5% of the aggregate net investment income before incentive compensation earned for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of the fund), less aggregate income incentive compensation previously paid in with respect to the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters. The income component of the incentive fee is subject to a 5.0% total return hurdle on daily weighted average unreturned capital contributions (the “Hurdle Rate”). The capital gains component of the incentive fee will be the amount, if positive, equal to the lesser of (i) 12.5% of the aggregate realized capital gains (computed net of realized losses and net of unrealized capital depreciation, if any) for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of the fund), less capital gains incentive compensation previously paid or distributed in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters or (ii) 12.5% of cumulative aggregate realized capital gains (computed net of realized losses and net of unrealized capital depreciation, if any) since commencement of the Fund, less capital gains incentive compensation previously paid or distributed since commencement of the Fund. The capital gains component will be paid in full prior to payment of the income component. In any case, incentive compensation (including both the income and capital gains components) will only be paid to the extent the trailing twelve quarter (or if shorter, the number of calendar quarters that have occurred since commencement of the fund) total return of the Fund after incentive compensation and including such payment would equal or exceed a 5% annual total return on daily weighted average unreturned contributed capital contributions for such period. For the six months ended June 30, 2026, $10.9 million in incentive fees were earned, compared to $4.8 million earned for the six months ended June 30, 2025. For the six months ended June 30, 2026, the Fund did not accrue any incentive fees on capital gains on a liquidation basis (but not payable) under GAAP. For the six months ended June 30, 2025, we reversed the accrual of $0.5 million as a reserve for incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP on a cumulative basis. The Investment Adviser has waived any portion of the income component of the Incentive Fee attributable to the inclusion of Expense Payments in the calculation of (i) aggregate net investment income before incentive compensation or (ii) total return. For the six months ended June 30, 2026 and 2025, the Advisor waived incentive fees in an amount of $(2.3) million and $0.0 million, respectively.

Income tax expense, including excise tax

The Fund has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Fund must, among other things, timely distribute to its shareholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Fund has made and intends to continue to make the requisite distributions to its shareholders which will generally relieve the Fund from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. No excise tax expense was incurred in the six months ended June 30, 2026.

Net increase (decrease) in net assets resulting from operations

The net increase in net assets applicable to common shareholders resulting from operations was $36.5 million and $18.3 million, respectively for the three months ended June 30, 2026 and 2025.

The net increase in net assets applicable to common shareholders resulting from operations was $47.0 million and $27.3 million respectively for the six months ended June 30, 2026 and 2025.

Liquidity and capital resources

Our liquidity and capital resources are expected to be generated primarily through the offerings of the Fund's common shares, borrowings under the Credit Facility, Revolving Credit Facility, SG Revolving Facility, BMO Revolving Facility, and cash flows from operations, including investment sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies and other general corporate purposes.

Our primary uses of cash are expected to be for investments in portfolio companies and other investments, for operational costs such as paying the Investment Adviser and Administrator, for costs related to our credit facility and for distributions to our shareholders.

The Investment Adviser has agreed to pay all of our organization and offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with

technology integration between the Fund’s systems and those of our participating brokers, reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating brokers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee) through the commencement of the Fund’s operations.

Pursuant to the Fee Waiver and Expense Support and Reimbursement Agreement (the "Expense Support Agreement") that we entered into with the Investment Adviser, we were obligated to reimburse the Investment Adviser for expenses during the 36 months following the commencement of the Fund’s operations (the "Reimbursement Period"), to the extent that the Fund’s annual Operating Expenses do not exceed 1.25% of the value of the Fund’s net assets, calculated monthly based on month-end net assets of the Fund. The Reimbursement Period expired on March 18, 2025. From inception of the Fund through the expiration of the Reimbursement Period, the Fund reimbursed the Investment Adviser for $0.8 million related to organizational and offering expenses of the Fund pursuant to the Expense Support Agreement.

Pursuant to Expense Support and Conditional Reimbursement Agreement, the Investment Adviser may also elect to pay certain expenses on the Fund’s behalf, provided that no portion of an Expense Payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. For the three months ended June 30, 2026, the Fund received $8.6 million in expense support from the Investment Adviser. For the six months ended June 30, 2026, the Fund received $18.8 million in expense support from the Investment Adviser.

On June 3, 2022, BlackRock Private Credit Fund Leverage I, LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, established a $200 million combined revolving credit and term loan facility with PNC Bank, National Association as facility agent (the “Credit Facility”). The Credit Facility matures on June 3, 2032 and generally bears interest at three-month Term SOFR, plus (a) 1.55% if the aggregate balance of Middle Market Loans is less than or equal to 25%, (b) 1.65% if the aggregate balance of Middle Market Loans is above 25% and less than or equal to 50%, (c) 1.80% if the aggregate balance of Middle Market Loans is above 50% and less than or equal to 75%, or (d) 1.90% if the aggregate balance of Middle Market Loans is above 75%. The Credit Facility also accrues commitment fees on any undrawn amounts at an annual rate of 0.50%, or 0.35% for the period from the closing date of the Credit Facility to the three-month anniversary of the closing date. The Credit Facility is secured by all of the assets held by the Borrower. Under the Credit Facility, the Borrower has made certain customary representations and warranties, and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

On September 8, 2023, the Borrower entered into Amendment No. 1 to the Credit Facility (the “Amendment”). The Amendment extended the term commitment termination date under the Credit Facility with respect to term commitments entered into on the closing date to December 8, 2023. On December 15, 2023, the Borrower entered into Amendment No. 2 to the Credit Facility (the "Second Amendment"). The Second Amendment increased the total revolving commitments from $50.0 million to $75.0 million, increased total term commitments from $150.0 million to $225.0 million, and increased the facility margin level applicable to the borrower.

On November 27, 2024, the Borrower entered into Amendment No. 3 to the Credit Facility (the "First Amended and Restated Credit and Security Agreement"). The amendment increased the total revolving commitments from $75.0 million to $125.0 million, increased total term commitments from $225.0 million to $325.0 million, and modified certain other terms of the Credit Facility, including (i) extending the final maturity date to June 3, 2033, (ii) extending the reinvestment period to June 3, 2026, and (iii) extending the delayed draw term loan commitment termination date until December 15, 2025. The credit facility commitment fees accrual rate was amended at a rate equal to 0.35% per annum, if as of such date the outstanding principal amount of the Revolving Advances is greater than 50% of the Revolving Commitment otherwise the rate is 0.50% per annum. The rate for Term Commitment was amended at 0.35% per annum for the first three months following any Incremental Commitment Effective Date, and thereafter 0.50% per annum. The Credit Facility includes usual and customary events of default for credit facilities of this nature. Borrowings under the Credit Facility are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

On May 2, 2025, the Borrower entered into Amendment No. 1 to the First Amended and Restated Credit and Security Agreement (the “Credit Facility Amendment”). Pursuant to the Credit Facility Amendment, under the Credit Facility, the total revolving commitments increased from $125.0 million to $150.0 million, and the total term commitments increased from $325.0 million to $500.0 million. The Credit Facility Amendment modified certain other terms of the Credit Facility, including extending the prepayment lockout period until the first anniversary of the closing date of the Credit Facility Amendment.

On December 12, 2025, the Borrower entered into Amendment No. 2 to the First Amended and Restated Credit and Security Agreement to extend the commitment period for certain undrawn term loan commitments to May 2, 2026.

On June 3, 2026, the Borrower entered into Amendment No. 3 to the First Amended and Restated Credit and Security Agreement (the "Third Amendment"). The Third Amendment modified certain terms of the Credit Facility, including (i) updating the facility margin

level from a tiered rate structure to a flat facility margin of 0.70% per annum for Base Rate Advances (as defined in the Third Amendment) and 1.70% per annum for all other advances, (ii) extending the final maturity date to June 3, 2036, (iii) extending the reinvestment period from June 3, 2026 to June 3, 2028, (iv) revising the term commitment termination date, and (v) revising the prepayment lockout period to June 3, 2026 through June 3, 2027. As of June 30, 2026, there was $260.0 million drawn on the Credit Facility.

On April 19, 2024, the Fund entered into a Senior Secured Credit Agreement for a $75 million revolving credit facility (the “Revolving Credit Facility”) with Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks from time to time parties thereto. The Revolving Credit Facility matures on April 19, 2029 and generally bears interest at either (i) term SOFR plus a credit spread adjustment plus margin of 2.00% or 1.875% per annum or (ii) the prime rate plus a margin of 2.00% or 1.875% per annum, in each case subject to certain conditions. The Fund may elect either the term SOFR or prime rate at the time of drawdown. The Revolving Credit Facility will be guaranteed by certain domestic subsidiaries of the Fund that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). The Revolving Credit Facility is secured by substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions. On November 4, 2024, the Fund increased the commitment on the Revolving Credit Facility from $75 million to $150 million.

On August 7, 2025, the Fund entered into the First Amendment to the Revolving Credit Facility (the “First Amendment”), which, among other things, (i) extends the revolver availability period from April 2028 to August 2029, (ii) extends the scheduled maturity date from April 2029 to August 2030, (iii) increases the accordion provision to permit increases to a total facility amount of up to $600.0 million, (iv) increases the total facility amount from $150.0 million to $315.0 million, and (v) resets the minimum shareholders’ equity test.

On December 5, 2025, the Fund entered into a joinder agreement (“Joinder Agreement”) which increased the aggregate amount of outstanding total revolving commitments under the Revolving Credit Facility to $365.0 million. The other material terms of the Revolving Credit Facility remain unchanged. As of June 30, 2026, there was $144.3 million drawn on the Revolving Credit Facility.

On November 18, 2024, the Fund entered into a Master Note Purchase Agreement (the “Master Note Purchase Agreement”), governing the issuance (a) on November 18, 2024, of $70.0 million aggregate principal amount of its 7.14% Series 2024A Senior Notes, Tranche A, due November 18, 2027 (the “Tranche A Notes”), and (b) on January 22, 2025 (subject to customary closing conditions), of $55.0 million aggregate principal amount of its 7.33% Series 2024A Senior Notes, Tranche B, due January 22, 2030 (the “Tranche B Notes” and, together with the Tranche A Notes, the “Notes”), to qualified institutional investors in a private placement. The Tranche A Notes bear interest at a rate equal to 7.14% per annum that is payable semi-annually on May 18 and November 18 of each year, beginning on May 18, 2025. The Tranche B Notes bear interest at a rate equal to 7.33% per annum that is payable semi-annually on January 22 and July 22 of each year, beginning on July 22, 2025. The Notes will be guaranteed by certain domestic subsidiaries of the Fund that are formed or acquired by the Fund in the future (collectively, the “Guarantors”). The Tranche A Notes were issued at a closing on November 18, 2024, and the Tranche B Notes were issued at a closing which occurred on January 22, 2025. As of June 30, 2026, there was $70.0 million and $55.0 million, respectively, outstanding on the Tranche A Notes and Tranche B Notes.

On May 28, 2025, BlackRock Private Credit Fund Leverage II, LLC (the “SG Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, established the SG Revolving Credit Facility, a $200.0 million revolving credit facility with Societe Generale as Administrative agent (the "SG Revolving Credit Facility”). The SG Revolving Credit Facility matures on May 29, 2027 and generally bears interest at term SOFR plus, for a period of 1 year from the date of entry into the SG Revolving Credit Facility, 1.15% and, thereafter, 1.25%. The proceeds of the SG Revolving Credit Facility were used to acquire a portfolio of broadly syndicated leveraged loans (the “SG Portfolio Assets”). Pursuant to a collateral management agreement between the SG Borrower and the Fund, the Fund was responsible for the selection, management and reporting of the SG Portfolio Assets. The SG Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the SG Borrower of additional indebtedness and on the SG Borrower’s ability to make distributions, as well as customary events of default. As of June 30, 2026, the SG Borrower was in full compliance with such covenants. As of June 30, 2026, there was $200.0 million drawn on the SG Revolving Credit Facility.

On October 1, 2025, the Fund closed on an offering 110 promissory notes due October 1, 2055 (the “Promissory Notes”) in a private offering, with each Promissory Note being issued in connection with the issuance of one common share of the Fund (the “Promissory Notes Offering”) to accredited investors (as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (“Securities Act”). The aggregate principal amount of the Promissory Notes is $110,000 less the net asset value, as of October 1, 2025, of the common shares issued in the Promissory Notes Offering. The Fund will pay an interest totaling $120 per year on each outstanding Promissory Note, with such interest to be paid semi-annually on or before June 30 and December 31 each year, beginning on December 31, 2025.

On October 8, 2025, the Fund entered into the First Supplement (the “First Supplement”) to the Master Note Purchase Agreement, dated November 18, 2024, as supplemented by the First Supplement, the “Purchase Agreement”), governing the issuance (a) on October 8, 2025, of $150.0 million aggregate principal amount of its 6.14% Series 2025A Senior Notes, Tranche B, due October 8, 2030 (the

“2025A Tranche B Notes”), and (b) on December 17, 2025 (subject to customary closing conditions), of $50.0 million aggregate principal amount of its 5.78% Series 2025A Senior Notes, Tranche A, due December 17, 2028 (the “2025A Tranche A Notes” and, together with the 2025A Tranche B Notes, the “2025A Notes”), to qualified institutional investors in a private placement. The 2025A Tranche B Notes were issued on October 8, 2025 and the 2025A Tranche A Notes were issued on December 17, 2025, subject to customary closing conditions.

The 2025A Tranche B Notes bear an interest rate of 6.14% per year and are payable semi-annually on April 8 and October 8, beginning April 8, 2026. The 2025A Tranche A Notes bear an interest rate of 5.78% per year payable semi-annually on June 17 and December 17 of each year, beginning on June 17, 2026. The 2025A Notes may be redeemed in whole or in part at any time or from time to time at the Fund’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Fund is obligated to offer to prepay the 2025A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2025A Notes are general unsecured obligations of the Fund that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Fund.

On March 13, 2026, BlackRock Private Credit Fund Leverage III, LLC (“PCFL III”), a subsidiary of the Fund, entered into a Loan and Security Agreement (the “Loan Agreement”) (the "BMO Revolving Credit Facility"). The parties to the Loan Agreement include PCFL III as borrower, Bank of Montreal, the lenders party thereto from time to time (each a “Lender” and collectively, the “Lenders”), the Fund as collateral manager and as equity holder and State Street Bank and Trust Company, as collateral custodian. The proceeds of the Loan Agreement are to be used to acquire a portfolio of middle market leveraged loans (the “Portfolio Assets”) in the manner described in the Loan Agreement. PCFL III has acquired these Portfolio Assets through a sale and purchase agreement, dated as of March 13, 2026, executed between the Fund, as seller, and PCFL III, as buyer and a master participation agreement, dated as of March 13, 2026, executed between BlackRock Private Credit Fund Leverage I, LLC, as seller, and PCFL III, as buyer. Pursuant to the Loan Agreement, PCFL III has appointed the Fund to act as the collateral manager in the selection, management, and reporting of the Portfolio Assets in accordance with the Loan Agreement. The maximum amount of commitments under the Loan Agreement that can be drawn by PCFL III is (a) for a period of 3 years from the date of the Loan Agreement, $200 million; and (b) thereafter, an amount equal to the outstanding principal amount of the loans. The applicable interest rate on the loans drawn under the Loan Agreement is the benchmark rate (Daily Simple SOFR rate) plus (a) for a period of 3 years from the date of the Loan Agreement, 1.50%, and (b) thereafter, 1.75%. As of June 30, 2026, there was $50.0 million drawn on the BMO Revolving Credit Facility.

Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. After obtaining shareholder approval by written consent on March 16, 2022, the Fund’s asset coverage requirement was reduced from 200% to 150%, as set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As of June 30, 2026, the Fund's asset coverage ratio was 264%.

Net cash used in operating activities for the six months ended June 30, 2026 was $254.9 million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $335.5 million offset by net investment income (net of non-cash income and expenses) of approximately $80.6 million.

Net cash provided by financing activities was $150.9 million for the six months ended June 30, 2026, consisting primarily of $161.1 million in proceeds from share issuances, $143.2 million in credit facility draws (net of repayments), offset by $50.4 million dividends paid in cash to shareholders, $98.6 million payments of repurchased shares and $4.4 million payments of debt issuance costs.

At June 30, 2026, we had $117.2 million in cash and cash equivalents.

Share Transactions

The following table summarizes transactions in Common Shares for the six months ended June 30, 2026 and 2025:

 

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Institutional Class

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

6,309,022

 

 

$

149,741,633

 

 

 

8,789,020

 

 

$

215,382,569

 

Distributions reinvested

 

 

1,151,868

 

 

 

27,301,104

 

 

 

993,991

 

 

 

24,339,615

 

Share transfers between classes

 

 

2,067

 

 

 

49,059

 

 

 

 

 

 

 

Share Repurchases

 

 

(3,871,561

)

 

 

(91,517,184

)

 

 

(192,401

)

 

 

(4,716,162

)

Net Increase (Decrease)

 

 

3,591,396

 

 

$

85,574,612

 

 

 

9,590,610

 

 

$

235,006,022

 

 

 

 

 

 

 

 

 

 

 

 

 

Class S

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

473,287

 

 

$

11,245,500

 

 

 

1,588,901

 

 

$

38,949,491

 

Distributions reinvested

 

 

44,116

 

 

 

1,045,482

 

 

 

12,770

 

 

 

311,734

 

Share Repurchases

 

 

(301,551

)

 

 

(7,130,013

)

 

 

(3,084

)

 

 

(76,445

)

Net Increase (Decrease)

 

 

215,852

 

 

$

5,160,969

 

 

 

1,598,587

 

 

$

39,184,780

 

 

 

 

 

 

 

 

 

 

 

 

 

Class D

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

3,427

 

 

$

81,500

 

 

 

73,237

 

 

$

1,789,250

 

Distributions reinvested

 

 

3,543

 

 

 

83,983

 

 

 

752

 

 

 

18,291

 

Share transfers between classes

 

 

(2,067

)

 

 

(49,059

)

 

 

 

 

 

 

Net Increase (Decrease)

 

 

4,903

 

 

$

116,424

 

 

 

73,989

 

 

$

1,807,541

 

The following tables presents information with respect to the Fund's repurchases for the six months ended June 30, 2026 and 2025:

Repurchase Offer Commencement Date

 

Repurchase request deadline

 

Number of Shares Repurchased
(All Classes)

 

 

Percentage of Outstanding Shares Repurchased(1)

 

 

Price Paid Per Share

 

 

Repurchase Pricing Date

 

Amount Repurchased
(All Classes)
(2)

 

January 30, 2026

 

February 27, 2026

 

 

2,957,174

 

 

 

4.2

%

 

$

23.52

 

 

March 31, 2026

 

$

69,530,707

 

May 11, 2026

 

June 8, 2026

 

 

3,522,433

 

 

 

5.0

%

 

$

23.49

 

 

June 30, 2026

 

$

82,721,401

 

______________________

(1)
Percentage is based on total shares as of the close of the previous calendar quarter. For the second quarter of 2026, the Fund received shareholder requests to repurchase approximately 5.3% of shares outstanding as of March 31, 2026, which exceeded the Fund's offer to repurchase up to 5% of its outstanding shares with respect to such quarter.
(2)
Net of Early Repurchase Deduction (if any).

 

Repurchase Offer Commencement Date

 

Repurchase request deadline

 

Number of Shares Repurchased
(All Classes)

 

 

Percentage of Outstanding Shares Repurchased(1)

 

 

Price Paid Per Share

 

 

Repurchase Pricing Date

 

Amount Repurchased
(All Classes)
(2)

 

January 31, 2025

 

February 28, 2025

 

 

139,189

 

 

 

0.5

%

 

$

24.42

 

 

March 31, 2025

 

$

3,398,946

 

April 30, 2025

 

May 28, 2025

 

 

265,506

 

 

 

0.7

%

 

$

24.24

 

 

June 30, 2025

 

$

6,434,733

 

______________________

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

(2) Net of Early Repurchase Deduction (if any).

Contractual obligations

We have entered into several contracts under which we have future commitments. Pursuant to the Advisory Agreement, the Investment Adviser manages our day-to-day operations and provides investment advisory services to us. Payments under the Advisory Agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive fee, plus reimbursement of certain expenses incurred by the Investment Adviser. Under our Administration Agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the Administration Agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Investment Adviser for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Investment Adviser is not responsible for

any of the foregoing expenses. The Fund may terminate each of the Advisory Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Investment Adviser and the Administrator may terminate the Advisory Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party. The Sub-Advisory Agreement may be terminated as a whole at any time by the Fund without the payment of any penalty, upon the vote of a majority of the Board of Trustees or a majority of the outstanding voting securities of the Fund or by the Investment Adviser or the Sub-Adviser, on 60 days’ written notice by either party to the other.

On June 3, 2022, the Borrower entered into the Credit Facility, a $200 million revolving credit facility that matures on June 3, 2032 and generally bears interest at a floating rate. On September 8, 2023, the Borrower entered into Amendment No. 1 to the Credit Facility. The Amendment extended the term commitment termination date under the Credit Facility with respect to term commitments entered into on the closing date to December 8, 2023. On December 15, 2023, the Borrower entered into Amendment No. 2 to the Credit Facility. The Second Amendment increased the total revolving commitments from $50.0 million to $75.0 million, increased total term commitments from $150.0 million to $225.0 million, and increased the facility margin level applicable to the borrower. On November 27, 2024, the Borrower entered into the First Amended and Restated Credit and Security Agreement to the Credit Facility, which, among other things, increased the total revolving commitments from $75.0 million to $125.0 million and increased total term commitments from $225.0 million to $325.0 million. On May 2, 2025, the Borrower entered into the Amendment No. 1 to First Amended and Restated Credit and Security Agreement to the Credit Facility, which, among other things, increased the total revolving commitments from $125.0 million to $150.0 million and increased total term commitments from $325.0 million to $500.0 million.

On December 12, 2025, the Borrower entered into Amendment No. 2 to the First Amended and Restated Credit and Security Agreement to extend the commitment period for certain undrawn term loan commitments to May 2, 2026.

On June 3, 2026, the Borrower entered into the Third Amendment. The Third Amendment modified certain terms of the Credit Facility, including (i) updating the facility margin level from a tiered rate structure to a flat facility margin of 0.70% per annum for Base Rate Advances (as defined in the Third Amendment) and 1.70% per annum on all other advances, (ii) extending the final maturity date to June 3, 2036, (iii) extending the reinvestment period from June 3, 2026 to June 3, 2028, (iv) revising the term commitment termination date, and (v) revising the prepayment lockout period to June 3, 2026 through June 3, 2027. As of June 30, 2026, there was $260.0 million drawn on the Credit Facility.

On April 19, 2024, the Fund entered into the Revolving Credit Facility that matures on April 19, 2029 and generally bears interest at either (i) term SOFR plus a credit spread adjustment plus margin of 2.00% or 1.875% per annum or (ii) the prime rate plus a margin of 2.00% or 1.875% per annum, in each case subject to certain conditions. The Fund may elect either the term SOFR or prime rate at the time of drawdown. The Revolving Credit Facility includes usual and customary events of default for credit facilities of this nature. On November 4, 2024, the Fund increased the commitment on the Revolving Credit Facility from $75 million to $150 million.

On August 7, 2025, the Fund (i) extended the revolver availability period from April 2028 to August 2029, (ii) extended the scheduled maturity date from April 19, 2029 to August 19, 2030, (iii) increased the accordion provision to permit increases to a total facility amount of up to $600 million, (iv) increased the total facility amount from $150 million to $315 million and (v) reset the minimum shareholders’ equity test.

On December 5, 2025, the Fund entered into a joinder agreement (“Joinder Agreement”) which increased the aggregate amount of outstanding total revolving commitments under the Revolving Credit Facility to $365.0 million. The other material terms of the Revolving Credit Facility remain unchanged. As of June 30, 2026, there was $144.3 million drawn on the Revolving Credit Facility.

On November 18, 2024, the Fund entered into the Master Note Purchase Agreement, governing the issuance (a) on November 18, 2024, of $70,000,000 aggregate principal amount of its 7.14% Tranche A Notes, due November 18, 2027, and (b) on January 22, 2025, of $55,000,000 aggregate principal amount of its 7.33% Tranche B Notes, due January 22, 2030. As of June 30, 2026, there was $70.0 million and $55.0 million, respectively outstanding on the Tranche A Notes and Tranche B Notes.

On May 28, 2025, SG Borrower entered into the SG Revolving Credit Facility, a $200.0 million revolving credit facility with Societe Generale as Administrative agent. The SG Revolving Credit Facility matures on May 29, 2027 and generally bears interest at term SOFR plus, for a period of 1 year from the date of entry into the SG Revolving Credit Facility, 1.15% and, thereafter, 1.25%. The SG Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the SG Borrower of additional indebtedness and on the SG Borrower’s ability to make distributions, as well as customary events of default. As of June 30, 2026, there was $200.0 million drawn on the SG Revolving Credit Facility.

On October 1, 2025, the Fund closed on an offering 110 promissory notes due October 1, 2055 (the “Promissory Notes”) in a private offering, with each Promissory Note being issued in connection with the issuance of one common share of the Fund (the “Promissory Notes Offering”) to accredited investors (as that term is defined in Rule 501(a) of Regulation D under the Securities Act

of 1933, as amended (“Securities Act”). The aggregate principal amount of the Promissory Notes is $110,000 less the net asset value, as of October 1, 2025, of the common shares issued in the Promissory Notes Offering. The Fund will pay an interest totaling $120 per year on each outstanding Promissory Note, with such interest to be paid semi-annually on or before June 30 and December 31 each year, beginning on December 31, 2025.

On October 8, 2025, the Fund entered into the First Supplement to the Master Note Purchase Agreement, dated November 18, 2024, governing the issuance of $150.0 million in aggregate principal amount of its 6.14% Series 2025A Senior Notes, Tranche B (the “2025A Tranche B Notes”), and $50.0 million aggregate principal amount of its 5.78% Series 2025A Senior Notes, Tranche A (the “2025A Tranche A Notes” and, together with the 2025A Tranche B Notes, the “2025A Notes”), to qualified institutional investors in a private placement. The 2025A Tranche B Notes were issued on October 8, 2025 and the 2025A Tranche A Notes were issued on December 17, 2025, subject to customary closing conditions. The 2025A Tranche B Notes bear an interest rate of 6.14% per year and are due on October 8, 2030, unless redeemed, purchased, or prepaid prior to such date by the Fund or its affiliates in accordance with their terms. The 2025A Tranche A Notes bear an interest rate of 5.78% per year and are due on December 17, 2028, unless redeemed, purchased, or prepaid prior to such date by the Fund or its affiliates in accordance with their terms. Interest on the 2025A Tranche B Notes are due semiannually, beginning April 8, 2026. Interest on the 2025A Tranche A Notes are due semiannually, beginning June 17, 2026. The Fund is obligated to offer to prepay the 2025A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2025A Notes are general unsecured obligations of the Fund that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Fund. In addition, in the event that a Below Investment Grade Event occurs, the 2025A Notes bear interest at the rate per annum which is 1.00% above the interest rate then in effect on the applicable 2025A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which such Below Investment Grade Event is no longer continuing. As of December 31, 2025, there was $150.0 million and $50.0 million, respectively, outstanding on the 2025A Tranche B Notes and 2025A Tranche A Notes.

On March 13, 2026, BlackRock Private Credit Fund Leverage III, LLC (“PCFL III”), a subsidiary of the Fund, entered into a Loan and Security Agreement (the “Loan Agreement”). The parties to the Loan Agreement include PCFL III as borrower, Bank of Montreal, the lenders party thereto from time to time (each a “Lender” and collectively, the “Lenders”), the Fund as collateral manager and as equity holder and State Street Bank and Trust Company, as collateral custodian. The proceeds of the Loan Agreement are to be used to acquire a portfolio of middle market leveraged loans (the “Portfolio Assets”) in the manner described in the Loan Agreement. PCFL III has acquired these Portfolio Assets through a sale and purchase agreement, dated as of March 13, 2026, executed between the Fund, as seller, and PCFL III, as buyer and a master participation agreement, dated as of March 13, 2026, executed between BlackRock Private Credit Fund Leverage I, LLC, as seller, and PCFL III, as buyer. Pursuant to the Loan Agreement, PCFL III has appointed the Fund to act as the collateral manager in the selection, management, and reporting of the Portfolio Assets in accordance with the Loan Agreement. The maximum amount of commitments under the Loan Agreement that can be drawn by PCFL III is (a) for a period of 3 years from the date of the Loan Agreement, $200 million; and (b) thereafter, an amount equal to the outstanding principal amount of the loans. The applicable interest rate on the loans drawn under the Loan Agreement is the benchmark rate (Daily Simple SOFR rate) plus (a) for a period of 3 years from the date of the Loan Agreement, 1.50%, and (b) thereafter, 1.75%. As of June 30, 2026, there was $50.0 million drawn on the BMO Revolving Credit Facility.

We cannot assure shareholders that we will be able to enter into any other credit facilities on favorable terms or at all. In connection with any other credit facilities 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. Borrowings under the Credit Facility, the Revolving Credit Facility, the SG Revolving Credit Facility, and the BMO Revolving Credit Facility are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Distributions

Our dividends and distributions to shareholders, if any, are determined and declared by our Board of Trustees and are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to shareholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.

Institutional Class Shares

The following tables summarize the Fund’s dividends declared and paid for the Institutional Class shares for the six months ended June 30, 2026 and 2025:

 

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Amount Per Share

 

 

Total Amount

 

January 24, 2025

 

January 30, 2025

 

February 26, 2025

 

Regular

 

$

0.2300

 

 

$

5,923,347

 

February 25, 2025

 

February 27, 2025

 

March 27, 2025

 

Regular

 

 

0.2300

 

 

 

6,249,265

 

March 24, 2025

 

March 28, 2025

 

April 28, 2025

 

Regular

 

 

0.2300

 

 

 

6,588,559

 

April 24, 2025

 

April 29, 2025

 

May 28, 2025

 

Regular

 

 

0.2300

 

 

 

7,190,565

 

May 23, 2025

 

May 29, 2025

 

June 26, 2025

 

Regular

 

 

0.2300

 

 

 

7,422,523

 

June 26, 2025

 

June 27, 2025

 

July 29, 2025

 

Regular

 

 

0.2300

 

 

 

7,802,691

 

 

 

 

 

 

 

 

$

1.3800

 

 

$

41,176,950

 

January 26, 2026

 

January 29, 2026

 

February 25, 2026

 

Regular

 

$

0.1956

 

 

$

12,008,822

 

February 24, 2026

 

February 26, 2026

 

March 27, 2026

 

Regular

 

 

0.1951

 

 

 

12,384,535

 

March 25, 2026

 

March 30, 2026

 

April 28, 2026

 

Regular

 

 

0.1922

 

 

 

12,554,379

 

April 29, 2026

 

April 29, 2026

 

May 27, 2026

 

Regular

 

 

0.1921

 

 

 

12,230,846

 

May 21, 2026

 

May 28, 2026

 

June 26, 2026

 

Regular

 

 

0.1931

 

 

 

12,406,751

 

June 23, 2026

 

June 29, 2026

 

July 29, 2026

 

Regular

 

 

0.1784

 

 

 

11,530,214

 

 

 

 

 

 

 

 

$

1.1465

 

 

$

73,115,548

 

 

Class S Shares

The following table summarizes the Fund's dividends declared for the Class S shares for the six months ended June 30, 2026 and 2025:

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Gross Amount
Per Share

 

 

Amount Per Share Net of Shareholder Servicing
 and/or Distribution Fees

 

 

Gross
Amount

 

 

Net
 Amount

 

January 24, 2025

 

January 30, 2025

 

February 26, 2025

 

Regular

 

$

0.2300

 

 

$

0.2124

 

 

$

472,537

 

 

$

436,377

 

February 25, 2025

 

February 27, 2025

 

March 27, 2025

 

Regular

 

 

0.2300

 

 

 

0.2125

 

 

 

527,138

 

 

 

487,029

 

March 24, 2025

 

March 28, 2025

 

April 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2125

 

 

 

599,042

 

 

 

553,463

 

April 24, 2025

 

April 29, 2025

 

May 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2127

 

 

 

683,484

 

 

 

632,083

 

May 23, 2025

 

May 29, 2025

 

June 26, 2025

 

Regular

 

 

0.2300

 

 

 

0.2129

 

 

 

731,457

 

 

 

677,139

 

June 26, 2025

 

June 27, 2025

 

July 29, 2025

 

Regular

 

 

0.2300

 

 

 

0.2128

 

 

 

783,555

 

 

 

724,982

 

 

 

 

 

 

 

 

 

$

1.3800

 

 

$

1.2758

 

 

$

3,797,213

 

 

$

3,511,074

 

January 26, 2026

 

January 29, 2026

 

February 25, 2026

 

Regular

 

$

0.1956

 

 

$

0.1786

 

 

$

937,564

 

 

$

856,245

 

February 24, 2026

 

February 26, 2026

 

March 27, 2026

 

Regular

 

 

0.1951

 

 

 

0.1782

 

 

 

963,373

 

 

 

879,794

 

March 25, 2026

 

March 30, 2026

 

April 28, 2026

 

Regular

 

 

0.1922

 

 

 

0.1755

 

 

 

967,310

 

 

 

883,414

 

April 29, 2026

 

April 29, 2026

 

May 27, 2026

 

Regular

 

 

0.1921

 

 

 

0.1754

 

 

 

949,261

 

 

 

866,922

 

May 21, 2026

 

May 28, 2026

 

June 26, 2026

 

Regular

 

 

0.1931

 

 

 

0.1763

 

 

 

958,874

 

 

 

875,689

 

June 23, 2026

 

June 29, 2026

 

July 29, 2026

 

Regular

 

 

0.1784

 

 

 

0.1616

 

 

 

891,640

 

 

 

807,897

 

 

 

 

 

 

 

 

$

1.1465

 

 

$

1.0458

 

 

$

5,668,024

 

 

$

5,169,962

 

 

Class D Shares

The following table summarizes the Fund's dividends declared for the Class D shares for the six months ended June 30, 2026 and 2025:

Date Declared

 

Record Date

 

Payment Date

 

Type

 

Gross Amount
Per Share

 

 

Amount Per Share Net of Shareholder Servicing
 and/or Distribution Fees

 

 

Gross
Amount

 

 

Net
 Amount

 

January 24, 2025

 

January 30, 2025

 

February 26, 2025

 

Regular

 

$

0.2300

 

 

$

0.2248

 

 

$

30,170

 

 

$

29,488

 

February 25, 2025

 

February 27, 2025

 

March 27, 2025

 

Regular

 

 

0.2300

 

 

 

0.2248

 

 

 

32,328

 

 

 

31,597

 

March 24, 2025

 

March 28, 2025

 

April 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2249

 

 

 

34,059

 

 

 

33,304

 

April 24, 2025

 

April 29, 2025

 

May 28, 2025

 

Regular

 

 

0.2300

 

 

 

0.2249

 

 

 

37,499

 

 

 

36,670

 

May 23, 2025

 

May 29, 2025

 

June 26, 2025

 

Regular

 

 

0.2300

 

 

 

0.2250

 

 

 

37,558

 

 

 

36,737

 

June 26, 2025

 

June 27, 2025

 

July 29, 2025

 

Regular

 

 

0.2300

 

 

 

0.2249

 

 

 

46,315

 

 

 

45,297

 

 

 

 

 

 

 

 

 

$

1.3800

 

 

$

1.3493

 

 

$

217,930

 

 

$

213,093

 

January 26, 2026

 

January 29, 2026

 

February 25, 2026

 

Regular

 

$

0.1956

 

 

$

0.1906

 

 

$

18,544

 

 

$

18,071

 

February 24, 2026

 

February 26, 2026

 

March 27, 2026

 

Regular

 

 

0.1951

 

 

 

0.1901

 

 

 

18,656

 

 

 

18,180

 

March 25, 2026

 

March 30, 2026

 

April 28, 2026

 

Regular

 

 

0.1922

 

 

 

0.1873

 

 

 

18,546

 

 

 

18,073

 

April 29, 2026

 

April 29, 2026

 

May 27, 2026

 

Regular

 

 

0.1921

 

 

 

0.1872

 

 

 

18,650

 

 

 

18,175

 

May 21, 2026

 

May 28, 2026

 

June 26, 2026

 

Regular

 

 

0.1931

 

 

 

0.1882

 

 

 

18,862

 

 

 

18,381

 

June 23, 2026

 

June 29, 2026

 

July 29, 2026

 

Regular

 

 

0.1784

 

 

 

0.1735

 

 

 

17,528

 

 

 

17,044

 

 

 

 

 

 

 

 

$

1.1465

 

 

$

1.1169

 

 

$

110,787

 

 

$

107,924

 

Tax characteristics of any distributions are reported to shareholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our shareholders 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. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and
certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our shareholders. We will accrue excise tax on estimated taxable income as required. In addition, 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 investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. 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 PIK interest, 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 have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in our common Shares instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

Related Parties

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

The Fund has entered into an Advisory Agreement with the Investment Adviser.
The Fund and the Investment Adviser have entered into the Sub-Advisory Agreement with the Sub-Adviser.
The Fund has entered into the Administration Agreement with the Administrator.
The Fund has entered into a royalty-free license agreement with BlackRock and the Investment Adviser, pursuant to which each of BlackRock and the Investment Adviser has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock".
The Fund and the Distributor have entered into the Distribution Agreement.
The Fund has entered into the Expense Support and Conditional Reimbursement Agreement with the Investment Adviser.

The Advisers and their affiliates, employees and associates currently do and, in the future, may manage other funds and accounts. The Advisers and their affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisers will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisers are unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisers may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflicts of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

On July 1, 2026, the Fund accepted $18.3 million of additional subscriptions, to purchase $16.9 million of additional Institutional shares and $1.5 million of additional Class S shares, par value $0.001 per share. On July 20, 2026, the number of shares being purchased was fixed when the purchase price of $23.49 per Institutional and Class S shares were determined by the Fund. As a result, the Fund issued 0.7 million Institutional shares and 0.1 million Class S shares and received $18.3 million in proceeds.

On July 24, 2026, the Fund declared a regular distribution as follows:

 

 

Gross Distribution

 

 

Shareholder Servicing and/or Distribution Fee

 

 

Net Distribution

 

Institutional Shares

 

$

0.1772

 

 

$

 

 

$

0.1772

 

Class S Shares

 

 

0.1772

 

 

 

0.0166

 

 

 

0.1606

 

Class D Shares

 

 

0.1772

 

 

 

0.0049

 

 

 

0.1723

 

The distribution will be payable to shareholders of record at the close of business on July 30, 2026 and will be paid on August 27, 2026. The distribution will be paid in cash or reinvested in Fund shares for shareholders participating in the Fund’s distribution reinvestment plan.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At June 30, 2026, 100.0% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, CORRA, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At June 30, 2026, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 80.2%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in 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. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2026, the following table shows the annual impact on net investment income (excluding the related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:

 

Basis Point Change

 

Net Investment Income

 

 

Net Investment Income Per Share

 

Up 300 basis points

 

$

58,050,975

 

 

$

0.83

 

Up 200 basis points

 

 

38,689,879

 

 

 

0.55

 

Up 100 basis points

 

 

19,328,784

 

 

 

0.28

 

Down 100 basis points

 

 

(19,209,772

)

 

 

(0.28

)

Down 200 basis points

 

 

(37,326,242

)

 

 

(0.54

)

Down 300 basis points

 

 

(51,776,540

)

 

 

(0.74

)

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of 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) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and 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 possible controls and procedures.

Internal Control Over Financial Reporting

There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

Part II – Other Information

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, we are currently not a party to any pending material legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors discussed in our Annual Report. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in our Annual Report, which could materially affect our business, financial condition and/or operating results. 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.

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

Refer to our Current Reports on Form 8-K filed with the SEC on April 24, 2026, May 26, 2026 and June 25, 2026 for information about unregistered sales of our equity securities during the quarter.

The following table presents information with respect to the Fund's repurchases for the three months ended June 30, 2026:

Repurchase Offer Commencement Date

 

Repurchase request deadline

 

Number of Shares Repurchased
(All Classes)

 

 

Percentage of Outstanding Shares Repurchased(1)

 

 

Price Paid Per Share

 

 

Repurchase Pricing Date

 

Amount Repurchased
(All Classes)
(2)

 

May 11, 2026

 

June 8, 2026

 

 

3,522,433

 

 

 

5.0

%

 

$

23.49

 

 

June 30, 2026

 

$

82,721,401

 

_____________________

(1)
Percentage is based on total shares as of the close of the previous calendar quarter. For the second quarter of 2026, the Fund received shareholder requests to repurchase approximately 5.3% of shares outstanding as of March 31, 2026, which exceeded the Fund's offer to repurchase up to 5% of its outstanding shares with respect to such quarter.
(2)
Net of Early Repurchase Deduction (if any).

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the three months ended June 30, 2026, no trustee or Section 16 officer of the Fund adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408 of Regulation S-K.

 

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

 

Number

Description

3.1

Certificate of Trust of the Registrant(1)

3.2

Fourth Amended and Restated Agreement and Declaration of Trust of the Registrant(2)

3.3

Amendment No. 1 to the Fourth Amended and Restated Agreement and Declaration of Trust of the Registrant(3)

3.4

Second Amended and Restated Bylaws of the Registrant(4)

3.5

Amendment No. 1 to the Second Amended and Restated Bylaws of the Registrant(5)

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

(1)
Previously filed as Exhibit (a)(1) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-262035) filed on April 14, 2022 and incorporated herein by reference.
(2)
Previously filed as Exhibit 3.1 to the Registrant’s Form 8-K dated as of November 2, 2022 and incorporated herein by reference.
(3)
Previously filed as Exhibit 3.1 to the Registrant’s Form 8-K dated as of August 1, 2025 and incorporated herein by reference.
(4)
Previously filed as Exhibit 99.1 to the Registrant’s Form 8-K dated as of August 2, 2024 and incorporated herein by reference.
(5)
Previously filed as Exhibit 3.2 to the Registrant’s Form 8-K dated as of August 1, 2025 and incorporated herein by reference.

SIGNATURES

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

BlackRock Private Credit Fund

 

 

 

Date: August 6, 2026

By:

/s/ Philip Tseng

 

Name:

Philip Tseng

 

Title:

Trustee and Chief Executive Officer

(Principal Executive Officer)

 

 

 

Date: August 6, 2026

By:

/s/ Erik L. Cuellar

 

Name:

Erik L. Cuellar

 

Title:

Chief Financial Officer and Treasurer

(Principal Financial Officer and Accounting Officer)