v3.26.1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On June 16, 2023, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company’s investment program and related activities. The Board most recently approved the Investment Advisory Agreement in May 2025. For providing these services, the Adviser will receive fees from the Company consisting of two components: (1) a Management Fee and (2) an Incentive Fee (both as described below). The cost of the Management Fee and the Incentive Fee will ultimately be borne by the Company’s stockholders. No Management Fee or Incentive Fee was payable to the Adviser until the commencement of investment activities. Without payment of any penalty, the Company will have the right to terminate the Investment Advisory Agreement upon 60 days’ written notice.

The Management Fee is payable quarterly in arrears at an annual rate of 1.25% of the Company’s net asset value as of the last day of the immediately preceding quarter. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during a calendar quarter. In addition, the Management Fee for any partial quarter shall be appropriately prorated. For the purposes of the Investment Advisory Agreement, “net assets” means the Company’s total assets less indebtedness and before taking into account any incentive fees payable during the period. The Management Fee incurred for the three and six months ended June 30, 2026 was $2,918 and $5,907, respectively. The Management Fee incurred for the three and six months ended June 30, 2025 was $1,053 and $1,907, respectively. As of June 30, 2026 and December 31, 2025, $2,918 and $2,098, respectively, remain payable.

The Incentive Fee consists of two components: the investment income component (the “Investment Income Incentive Fee”), and the capital gains component (the “Capital Gains Incentive Fee”). The two components are independent of each other, with the result that one component may be payable even if the other is not.

(i)
Investment Income Incentive Fee

The Investment Income Incentive Fee is calculated quarterly in arrears based on pre-incentive fee net investment income for the immediately preceding calendar quarter. “Pre-incentive fee net investment income” means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus operating expenses for the calendar quarter (including the Management Fee, expenses payable to the Adviser under the Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK and zero-coupon securities), accrued income

that the Company may not have received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of 1.25% per quarter (5.0% annualized).

The Company will pay the Adviser an Investment Income Incentive Fee in each calendar quarter as follows:

No Investment Income Incentive Fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);
100% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.43% (5.72% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up”; and
12.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds 1.43% (5.72% annualized).

For the three and six months ended June 30, 2026, the Company incurred an Investment Income Incentive Fee of $2,804 and $6,132, respectively. For the three and six months ended June 30, 2025, the Company incurred an Investment Income Incentive Fee of $1,072 and $1,881, respectively. As of June 30, 2026 and December 31, 2025, $2,804 and $2,333, respectively, remain payable.

(ii)
Capital Gains Incentive Fee

The second component of the Incentive Fee, the Capital Gains Incentive Fee, is payable in arrears at the end of each calendar year in an armount equal to 12.5% of cumulative realized capital gains from initial drawdown through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis less the aggregate amount of any previously paid Capital Gains Incentive Fee.

The Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to aggregate unrealized appreciation on investments because a Capital Gains Incentive Fee would be owed to the Adviser if the Company were to sell the relevant investments and realize a capital gain. If the Capital Gains Incentive Fee base, adjusted to include unrealized capital appreciation, is positive at the end of a period, then the Company will accrue a Capital Gains Incentive Fee equal to 12.5% of such amount, less the aggregate amount of the actual Capital Gains Incentive Fee paid and Capital Gains Incentive Fee accrued in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual in a given period may result in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three and six months ended June 30, 2026, the Company had reversals in the Capital Gains Incentive Fee of $0 and $(1,009), respectively. For the three and six months ended June 30, 2025, the Company accrued a Capital Gains Incentive Fee of $303 and $41, respectively. As of June 30, 2026 and December 31, 2025, there was $0 and $1,009, respectively, of Capital Gains Incentive Fee payable, none of which is contractually payable under the terms of the Investment Advisory Agreement.

Notwithstanding the foregoing, if the Company is required by U.S. GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment (including, for example, as a result of the application of the asset acquisition method of accounting), then solely for the purposes of calculating the Capital Gains Incentive Fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Company for such investment plus (y) any amounts recorded in the Company’s financial statements as required by U.S. GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Company’s financial statements, including payment-in-kind interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Company’s financial statements as required by U.S. GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with U.S. GAAP) at the time of acquisition.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant period. For the three and six months ended June 30, 2026, $5,722 and $11,030 of management and incentive fees were incurred, respectively, and $5,722 remain payable as of June 30, 2026. For the three and six months ended June 30, 2025, $2,428 and $3,829 of management and incentive fees were incurred, respectively, and $2,473 was payable as of June 30, 2025.

Administration Agreement

On June 16, 2023, the Company entered into the Administration Agreement with its Adviser. The Administration Agreement was most recently approved by the Board in May 2026. Pursuant to the Administration Agreement, the Adviser will perform, or oversee the performance of, administrative services, which includes, but is not limited to, providing office facilities, equipment and office services, maintaining financial records, preparing reports to stockholders and the Board and reports filed with the SEC, managing the payment of expenses, providing significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance, assisting the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value and overseeing the preparation and filing of the Company’s tax returns and the performance of administrative and professional services rendered by others, which could include employees of the Adviser or its affiliates. The Company will reimburse the Adviser (and/or one or more of its affiliates) for costs and expenses incurred by the Adviser for services performed for the Company pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate and/or to a third party and the Company will reimburse the Adviser (or its affiliate(s)) for any services performed for it by such affiliate or third party. To the extent that the Adviser outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Adviser. The Company will bear its allocable portion of the costs of the compensation, benefits, administrative expenses (including travel expenses in accordance with the Adviser’s travel and expense policy) and related overhead expenses of the Company’s officers who provide operational, administrative, legal, compliance, finance and accounting services hereunder, their respective staffs and other professionals who are employed by any of the Adviser’s affiliates that provide services to the Company, and who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company shall reimburse the Adviser (or its affiliate(s)) for an allocable portion of the compensation (including benefits) and overhead paid by the Adviser (or its affiliate(s)) to such individuals. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

Beginning with the three months ended September 30, 2024, the Adviser agreed to voluntarily waive costs and expenses reimbursable by the Company to the Adviser under the Administration Agreement to the extent such costs and expenses exceed an amount equal to 15 basis points (annualized) of the weighted average fair value of the Company’s total investments for such period.

For the three and six months ended June 30, 2026, the Company incurred $416 and $976, respectively, in administrative service fees under the Administration Agreement, none of which were waived by the Adviser. For the three and six months ended June 30, 2025, the Company incurred $329 and $648, respectively, in administrative service fees under the Administration Agreement, of which $79 and $188, respectively, were waived by the Adviser. As of June 30, 2026 and December 31, 2025, $425 and $401, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

 

Shareholder Servicing and/or Distribution Fees

On June 24, 2025, the Board adopted a multi-class plan in accordance with Rule 18f-3 under the 1940 Act and a distribution and shareholder servicing plan (the “Distribution and Shareholder Servicing Plan”). The primary difference among the Common Stock classes relates to ongoing shareholder servicing and/or distribution fees. There will be no upfront transaction fees paid with respect to Class I Common Stock, Class S Common Stock or Class D Common Stock. However, if shareholders purchase Class S Common Stock or Class D Common Stock through certain financial intermediaries, brokers, advisers or other selling agents (collectively, “Selling Agents”), they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage commissions (collectively, an “Upfront Sales Load”), in such amount as they may determine, provided that Selling Agents limit such charges to a 3.5% cap on net asset value (“NAV”) for Class S Common Stock and a 1.5% cap on NAV for Class D Common Stock. Selling Agents may not charge an Upfront Sales Load on Class I Common Stock. The Selling Agents will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of the

Company’s net assets attributable to Class S and Class D Common Stock, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I Common Stock. The shareholder servicing and/or distribution fees will be payable to the Company, but the Company anticipates that all of the shareholder servicing fees and/or distribution fees will be retained by, or reallowed (paid) to, participating Selling Agents. The shareholder servicing and/or distribution fees are ongoing fees that are paid out of our assets attributable to those classes on an ongoing basis related to Class S Common Stock or Class D Common Stock.

 

Distribution and Servicing Plan

On June 24, 2025, the Board approved the Distribution and Shareholder Servicing Plan. The following table shows the shareholder servicing and/or distribution fees the Company pays the intermediary manager with respect to the Common Stock on an annualized basis as a percentage of the Company’s NAV for such class.

 

 

Shareholder Servicing and/or Distribution Fees as a % of NAV

Class I Common Stock

 

 

0.00

 

%

Class S Common Stock

 

0.85

 

%

Class D Common Stock

 

0.25

 

%

The shareholder servicing and/or distribution fees are paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to the Financial Industry Regulatory Authority and other limitations on underwriting compensation.

The Company will reallow (pay) all of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S Common Stock and Class D Common Stock are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fees is conditioned on a broker providing the following ongoing services with respect to the Class S Common Stock or Class D Common Stock: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fees due to failure to provide these services, the Company will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

For the three and six months ended June 30, 2026, the Company accrued distribution and shareholder servicing fees of $217 and $432, respectively, which were attributable to Class S Common Stock. For the three and six months ended June 30, 2025, the Company did not accrue any distribution and shareholder servicing fees. There were no shares of Class D Common Stock outstanding during the three and six months ended June 30, 2026 and 2025.

 

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser pursuant to which the Adviser may elect to pay a portion of the Company’s expenses from time to time, which the Company will be obligated to reimburse to the Adviser at a later date if certain conditions are met as described below.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to, or on behalf of, the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” Reimbursement Payments are conditioned on (i) a distribution level (exclusive of return of

capital and declared special dividends or special distributions, if any) equal to, or greater than, the rate at the time of the reimbursement, (ii) an operating expense ratio (excluding any interest expense, organizational and offering expenses, Management or Incentive Fee) that is lower than the expense ratio (excluding any interest expense, organizational and offering expenses, Management or Incentive Fee) at the time of the expense reimbursement and (iii) a distribution level (exclusive of return of capital, if any) equal to, or greater than, the rate at the time of the waiver or reimbursement. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter. The Company has not made any Reimbursement Payments to the Adviser. For the three and six months ended June 30, 2026 and 2025, the Adviser did not pay for any operating expenses subject to the Expense Support Agreement. As of each of June 30, 2026 and December 31, 2025, Due to Adviser included $3,600 related to expenses subject to the Expense Support Agreement. Due to Adviser also included $1,716 and $1,331, respectively, representing amounts payable to the Adviser for ongoing professional and other general administrative expenses paid on behalf of the Company. These amounts are not subject to, or otherwise related to, the Expense Support Agreement.

Board of Directors

The Board currently consists of five members, three of whom are independent directors. The Board has established a Nominating and Corporate Governance Committee and an Audit Committee of the Board, and may establish additional committees in the future. For the three and six months ended June 30, 2026, the Company incurred $90 and $167, respectively, in fees and expenses associated with its independent directors’ services on the Board and its committees. For the three and six months ended June 30, 2025, the Company incurred $84 and $150, respectively, in fees and expenses associated with its independent directors’ services on the Board and its committees. These fees are included in directors fees in the accompanying Consolidated Statements of Operations. As of June 30, 2026 and December 31, 2025, $0 was unpaid and included in accrued expenses and other liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Capital Commitments

Total capital commitments as of June 30, 2026 and December 31, 2025, include a $50,000 capital commitment from VHG Capital, L.P., an entity affiliated with the Company and the Adviser. During the three and six months ended June 30, 2026, VHG Capital, L.P. did not purchase any shares of common stock. During the three and six months ended June 30, 2025, VHG Capital, L.P. purchased 0.000 and 138,423.924 shares of common stock, respectively, for a total purchase price of $0 and $2,712, respectively.