v3.26.1
Net Assets
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Net Assets Net Assets
Authorized Capital and Share Class Description
In connection with its formation, the Company has the authority to issue the following shares:
ClassificationNumber of SharesPar Value
Class S Shares1,000,000,000$0.01 
Class D Shares1,000,000,000$0.01 
Class I Shares1,000,000,000$0.01 
Total3,000,000,000
The Company’s Class S shares are not subject to upfront selling commissions; however, if Class S shares are purchased through certain financial intermediaries, those financial intermediaries may directly charge transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that the selling agents limit such charge to 3.5% of the net offering price per share for each Class S share. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company’s Class S shares are subject to annual ongoing services fees of 0.85% of the current net asset value of such shares, as determined in accordance with FINRA rules.
The Company’s Class D shares are not subject to upfront selling commissions; however, if Class D shares are purchased through certain financial intermediaries, those financial intermediaries may directly charge transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that the selling agents limit such charge to 1.5% of the net offering price per share of each Class D share. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company’s Class D shares are subject to annual ongoing services fees of 0.25% of the current net asset value of such shares, as determined in accordance with FINRA rules.
The Company’s Class I shares are not subject to upfront selling commissions or annual ongoing service fees.
Common Stock Activity
The tables below present transactions with respect to shares of the Company’s common stock for the following periods:
For the Three Months Ended June 30, 2026
S
D
I
Total
SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering167,903$1,653 $— 187,504$1,842 355,407$3,495 
Shares/gross proceeds from the private placements— — 1,004,6789,880 1,004,6789,880 
Share transfer between classes(1)
(197,294)(1,942)(882,917)(8,670)1,080,21110,612 — 
Reinvestment of distributions850,2798,358 5,42053 1,982,23019,494 2,837,92927,905 
Repurchased shares(2,759,488)(26,765)— (11,679,419)(113,291)(14,438,907)(140,056)
Total shares/gross proceeds(1,938,600)(18,696)(877,497)(8,617)(7,424,796)(71,463)(10,240,893)(98,776)
Sales load(4)(4)
Total Shares/Net Proceeds(1,938,600)$(18,700)(877,497)$(8,617)(7,424,796)$(71,463)(10,240,893)$(98,780)
_______________
(1) In certain cases, and subject to the Dealer Manager’s approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent net asset value amount of Class I shares.
For the Six Months Ended June 30, 2026
S
D
I
Total
SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering1,800,096$18,324 16,885$175 3,070,619$31,490 4,887,600$49,989 
Shares/gross proceeds from the private placements— — 5,947,22760,118 5,947,22760,118 
Share transfer between classes(1)
(1,106,709)(11,083)(882,917)(8,670)1,989,62619,753 — 
Reinvestment of distributions1,760,04817,640 18,923191 4,037,63340,481 5,816,60458,312 
Repurchased shares(16,747,589)(169,924)(1,032,371)(10,691)(65,271,859)(661,983)(83,051,819)(842,598)
Total shares/gross proceeds(14,294,154)(145,043)(1,879,480)(18,995)(50,226,754)(510,141)(66,400,388)(674,179)
Sales load(90)(90)
Total Shares/Net Proceeds(14,294,154)$(145,133)(1,879,480)$(18,995)(50,226,754)$(510,141)(66,400,388)$(674,269)
_______________
(1) In certain cases, and subject to the Dealer Manager’s approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent net asset value amount of Class I shares.
For the Three Months Ended June 30, 2025
SDITotal
SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering6,284,206$65,309 160,899$1,660 3,819,555$39,451 10,264,660$106,420 
Shares/gross proceeds from the private placements— — 5,386,25655,671 5,386,25655,671 
Share transfer between classes(1)
(229,244)(2,368)— 229,2442,368 — 
Reinvestment of distributions968,03710,010 10,708111 2,316,03123,930 3,294,77634,051 
Repurchased shares(1,572,626)(16,306)— (12,624,263)(130,914)(14,196,889)(147,220)
Total shares/gross proceeds5,450,37356,645171,6071,771(873,177)(9,494)4,748,80348,922
Sales load(388)(388)
Total Shares/Net Proceeds5,450,373$56,257 171,607$1,771 (873,177)$(9,494)4,748,803$48,534 
_______________
(1)In certain cases, and subject to the Dealer Manager’s approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent net asset value amount of Class I shares.
For the Six Months Ended June 30, 2025
SDI
Total
SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering15,052,328$156,998 319,386$3,310 7,840,533$81,312 23,212,247$241,620 
Shares/gross proceeds from the private placements— — 23,969,341249,064 23,969,341249,064 
Share transfer between classes(1)
(526,383)(5,465)— 526,3835,465 — 
Reinvestment of distributions1,860,60219,305 19,848207 4,640,41948,136 6,520,86967,648 
Repurchased shares(3,087,428)(31,968)(14,197)(147)(20,624,990)(213,642)(23,726,615)(245,757)
Total shares/gross proceeds13,299,119138,870325,0373,37016,351,686170,33529,975,842312,575
Sales load(793)(793)
Total Shares/Net Proceeds13,299,119$138,077 325,037$3,370 16,351,686$170,335 29,975,842$311,782 
______________
(1) In certain cases, and subject to the Dealer Manager’s approval, including in situations where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent net asset value amount of Class I shares.
In accordance with the Company’s share pricing policy, the Company will modify its public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that it not sell shares at a net offering price below the net asset value per share unless the Company obtains the requisite approval from its shareholders.
The changes to the Company’s offering price per share since the commencement of the Company’s initial continuous public offering and associated effective dates of such changes were as follows:
For the Three and Six Months Ended June 30, 2026
S
D
I
Effective DateNet Offering Price (per share)
Maximum Upfront Sales Load (per share)(1)
Maximum Offering Price (per share)Net Offering Price (per share)
Maximum Upfront Sales Load (per share)(2)
Maximum Offering Price (per share)Net Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
January 2, 2026$10.38 $— $10.38 $10.38 $— $10.38 $10.38 $— $10.38 
February 2, 202610.27 — 10.27 10.27 — 10.27 10.27 — 10.27 
March 2, 20269.97 — 9.97 9.97 — 9.97 9.97 — 9.97 
April 1, 20269.82 — 9.82 9.82 — 9.82 9.82 — 9.82 
May 1, 20269.84 — 9.84 9.84 — 9.84 9.84 — 9.84 
June 1, 20269.84 — 9.84 9.84 — 9.84 9.84 — 9.84 
_______________
(1)Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price.
(2)Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price.
For the Three and Six Months Ended June 30, 2025
S
D
I
Effective DateNet Offering Price (per share)
Maximum Upfront Sales Load (per share)(1)
Maximum Offering Price (per share)Net Offering Price (per share)
Maximum Upfront Sales Load (per share)(2)
Maximum Offering Price (per share)Net Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
January 2, 2025$10.42 $— $10.42 $10.42 $— $10.42 $10.42 $— $10.42 
February 3, 202510.43 — 10.43 10.43 — 10.43 10.43 — 10.43 
March 3, 202510.39 — 10.39 10.39 — 10.39 10.39 — 10.39 
April 1, 202510.34 — 10.34 10.34 — 10.34 10.34 — 10.34 
May 1, 202510.31 — 10.31 10.31 — 10.31 10.31 — 10.31 
June 2, 202510.35 — 10.35 10.35 — 10.35 10.35 — 10.35 
_______________
(1)Maximum potential upfront sales load per share on Class S shares that can be charged by financial intermediaries is 3.5% of the net offering price.
(2)Maximum potential upfront sales load per share on Class D shares that can be charged by financial intermediaries is 1.5% of the net offering price.
Distributions
The Board intends to authorize and declare monthly distribution amounts per share of common stock, payable monthly in arrears.
The tables below present cash distributions per share that were recorded for the following periods:
For the Three and Six Months Ended June 30, 2026
Declaration Date
Record DatePayment Date
Distribution Per Share(1)
Distribution Amount(2)(3)
SDI
November 4, 2025January 30, 2026February 25, 2026$0.074775 $5,481 $79 $16,003 
February 18, 2026February 27, 2026March 30, 20260.074775 5,570 80 16,392 
February 18, 2026March 31, 2026April 28, 20260.074775 5,286 78 15,635 
February 18, 2026April 30, 2026May 26, 20260.0747755,369 13 15,786 
May 5, 2026May 29, 2026June 23, 20260.0747755,365 13 15,860 
May 5, 2026June 30, 2026July 27, 20260.0747755,188 13 15,080 
Total$0.448650 $32,259 $276 $94,756 
_______________
(1)Distributions per share are gross of shareholder servicing fees.
(2)Distribution amounts are net of shareholder servicing fees.
(3)Excludes distribution declared on May 5, 2026, in the amount of $0.074775 per share, payable on or before August 31, 2026, to the shareholders of record as of July 31, 2026.
For the Three and Six Months Ended June 30, 2025
Declaration DateRecord DatePayment Date
Distribution Per Share(1)
Distribution Amount(2)
S
D
I
November 5, 2024January 31, 2025February 25, 2025$0.074775 $4,907 $116 $16,780 
February 18, 2025February 28, 2025March 25, 20250.074775 5,136 117 17,249 
February 18, 2025March 31, 2025April 24, 20250.074775 5,219 120 17,539 
February 18, 2025March 31, 2025April 24, 20250.020000 1,555 33 4,691 
February 18, 2025April 30, 2025May 23, 20250.074775 5,440 122 17,769 
May 6, 2025May 31, 2025June 25, 20250.074775 5,592 131 18,086 
May 6, 2025June 30, 2025July 24, 20250.074775 5,609 132 17,469 
May 6, 2025June 30, 2025July 24, 20250.010000 832 18 2,337 
Total$0.478650 $34,290 $789 $111,920 
_______________
(1)Distributions per share are gross of shareholder servicing fees.
(2)Distribution amounts are net of shareholder servicing fees.
The Company has adopted a distribution reinvestment plan which was amended and restated on May 6, 2024. The amended and restated distribution reinvestment plan provides for reinvestment of any cash distributions on behalf of shareholders who have enrolled in the distribution reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company's common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the distribution reinvestment plan.
Share Repurchases
The Board has complete discretion to determine whether the Company will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of our Board, the Company may use cash on hand, cash available from borrowings, and cash from the sale of our investments as of the end of the applicable period to repurchase shares. The Company has commenced a share repurchase program pursuant to which the Company intends to conduct quarterly repurchase offers to allow its shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase. All shares purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.
The Company intends to limit the number of shares to be repurchased in each quarter to no more than 5.00% of its outstanding shares of common stock. Any periodic repurchase offers are subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While the Company intends to continue to conduct quarterly tender offers as described above, the Company is not required to do so and may suspend, modify or terminate the share repurchase program at any time.
The tables below present the share repurchase activity of the Company:
For the Three and Six Months Ended June 30, 2026
Offer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
November 26, 2025IJanuary 8, 2026$415,464 $10.38 40,025,443 
November 26, 2025SJanuary 8, 2026107,456 10.38 10,352,290 
November 26, 2025DJanuary 8, 202610,259 10.38 988,298 
February 27, 2026
I
March 31, 2026133,228 9.82 13,566,997 
February 27, 2026
S
March 31, 202635,703 9.82 3,635,811 
February 27, 2026
D
March 31, 2026432 9.82 44,073 
May 26, 2026
I
June 30, 2026113,291 9.70 11,679,419 
May 26, 2026
S
June 30, 202626,765 9.70 2,759,488 
Total
$842,598 83,051,819 
For the Three and Six Months Ended June 30, 2025
Offer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
February 26, 2025IMarch 31, 2025$82,728 $10.34 8,000,727 
February 26, 2025SMarch 31, 202515,662 10.34 1,514,802
February 26, 2025DMarch 31, 2025147 10.34 14,197
May 23, 2025IJune 30, 2025130,914 10.37 12,624,263
May 23, 2025SJune 30, 202516,306 10.37 1,572,626
Total
$245,757 23,726,615