v3.26.1
Net Assets
6 Months Ended
Jun. 30, 2026
Net Assets [Abstract]  
Net Assets

7. Net Assets

Subscriptions

The Company holds monthly closings in connection with the Offering, in which the Company will issue Shares to investors for immediate cash investment. Each of the Company’s closings in connection with the Offering will be conducted in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), including the exemption provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and other exemptions from the registration requirements of the 1933 Act. The Company reserves the right to conduct additional offerings of securities in the future in addition to the Offering. Moreover, although the Company intends to issue Shares on a monthly basis, the Company retains the right, if determined by it in its sole discretion, to accept subscriptions and issue Shares, in amounts to be determined by the Company, more or less frequently to one or more investors for regulatory, tax or other reasons.

The Shares are not subject to upfront selling commissions or annual ongoing shareholder servicing fees.

We may continue to allow certain investors to fund their investment in the Company over time through drawdowns of their capital commitments in lieu of fully funding their investment on the date their subscription agreement is accepted by the Company. With respect to unfunded capital commitments, we will draw down on such commitments over time, on an as-needed basis by delivering a drawdown notice to each investor. All purchases of Shares pursuant to the capital commitments will generally be made pro rata in accordance with remaining capital commitments of all investors at a per Share price equal to NAV per Share as of the previous month close.

Multiple Class Plan

On May 11, 2026, the Company adopted a multiple class plan (the “Multiple Class Plan”) pursuant to Rule 18f-3 under the 1940 Act. Pursuant to the Multiple Class Plan, the Company is authorized to issue three classes of its Shares: Class S shares (the "Class S Shares"), Class D shares (the "Class D Shares") and Class I shares (the "Class I Shares"). As of June 30, 2026, the Company has not issued any Class S Shares or Class D Shares.

Capital Activity

The table below summarizes the Class I Shares issued and net proceeds for the following periods ended June 30, 2026:

 

 

 

 

 

($ in thousands)

 

Subscriptions Effective:

 

Shares Issued

 

 

Net Proceeds

 

January 1, 2026

 

 

4,928,630

 

 

$

121,458

 

February 1, 2026

 

 

855,330

 

 

 

20,866

 

March 1, 2026

 

 

1,672,638

 

 

 

40,058

 

For the three months ended March 31, 2026

 

 

7,456,598

 

 

$

182,382

 

 

 

 

 

 

 

April 1, 2026

 

 

1,004,122

 

 

 

24,106

 

May 1, 2026

 

 

431,701

 

 

 

10,430

 

June 1, 2026

 

 

182,155

 

 

 

4,395

 

For the six months ended June 30, 2026

 

 

9,074,576

 

 

$

221,313

 

As of June 30, 2026, the Company had $29.6 million of unfunded capital commitments.

Net Asset Value

Pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as its "valuation designee", which includes calculating the Company's NAV per Share.

The Company issues Shares at the NAV per Share, determined monthly by dividing the value of total assets minus liabilities by the total number of Shares outstanding at the respective month end. The Company will determine NAV for our Shares as of the last day of each calendar month. Shares issuances related to monthly subscriptions are effective the first calendar day of each month. The below table details the NAV per Share for the period ending June 30, 2026:

Subscriptions Effective:

 

 

 

NAV Per Share

 

January 1, 2026

 

 

 

$

24.64

 

February 1, 2026

 

 

 

 

24.40

 

March 1, 2026

 

 

 

 

23.95

 

April 1, 2026

 

 

 

 

24.01

 

May 1, 2026

 

 

 

 

24.16

 

June 1, 2026

 

 

 

 

24.13

 

 

Distributions

The Company intends to declare monthly distribution amounts per Share, payable monthly in arrears. To the extent the Company's taxable earnings fall below the total amount of its distributions for any given fiscal year, a portion of those distributions may be deemed to be a return of capital to Shareholders for U.S. federal income tax purposes.

The following tables summarize the Company’s distributions with a record date during the following periods:

Declaration Date

 

Record Date

 

Payment Date

 

Shares
Outstanding

 

 

Distribution
Per Share

 

 

Total
Distributions
Declared
($ in thousands)

 

January 25, 2026

 

January 31, 2026

 

February 26, 2026

 

 

39,861,822

 

 

$

0.1708

 

 

$

6,807

 

February 20, 2026

 

February 28, 2026

 

March 31, 2026

 

 

40,766,377

 

 

 

0.1708

 

 

 

6,962

 

March 27, 2026

 

March 31, 2026

 

April 29, 2026

 

 

42,492,341

 

 

 

0.1708

 

 

 

7,256

 

April 24, 2026

 

April 30, 2026

 

May 26, 2026

 

 

43,551,078

 

 

 

0.1715

 

 

 

7,469

 

May 21, 2026

 

May 31, 2026

 

June 24, 2026

 

 

44,038,937

 

 

 

0.1812

 

 

 

7,980

 

June 22, 2026

 

June 30, 2026

 

July 22, 2026

 

 

44,282,216

 

 

 

0.1812

 

 

 

8,024

 

Total distributions declared for the six months ended June 30, 2026

 

 

$

44,498

 

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

Distribution Reinvestment Plan

The Board approved the distribution reinvestment plan ("DRIP") on July 14, 2025. The DRIP provides for reinvestment of any cash distributions on behalf of Shareholders who have enrolled in the DRIP. Shareholders who have enrolled in the DRIP will have their cash distribution automatically reinvested in additional Shares, rather than receiving the cash distribution.

The following table summarizes the Company's DRIP distributions recorded during the six months ended June 30, 2026:

Record Date

 

Reinvest Date

 

DRIP Shares
Issued

 

 

Amount ($)
per share

 

 

DRIP
Shares Value
($ in thousands)

 

December 31, 2025

 

January 1, 2026

 

 

41,171

 

 

$

24.64

 

 

$

1,015

 

January 31, 2026

 

February 1, 2026

 

 

49,224

 

 

 

24.40

 

 

 

1,201

 

February 28, 2026

 

March 1, 2026

 

 

53,327

 

 

 

23.95

 

 

 

1,278

 

March 31, 2026

 

April 1, 2026

 

 

54,616

 

 

 

24.01

 

 

 

1,310

 

April 30, 2026

 

May 1, 2026

 

 

56,157

 

 

 

24.16

 

 

 

1,357

 

May 31, 2026

 

June 1, 2026

 

 

61,124

 

 

 

24.13

 

 

 

1,475

 

 

Total DRIP Shares Issued

 

 

315,619

 

 

Total DRIP Shares Value

 

 

$

7,636

 

 

Share Repurchase Program

At the discretion of the Board, the Company has commenced a share repurchase program in which the Company intends to offer to repurchase up to 5% of its Shares outstanding (either by number of Shares or aggregate net asset value) in each quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Company's best interest and the best interest of the Shareholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

The Company will conduct any such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act, with the terms of such tender offer published in a tender offer statement to be sent to all Shareholders and filed with the SEC on Schedule TO.

Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares pursuant to tender offers using a purchase price equal to the net asset value per share as of the last calendar day of the applicable month designated by the Board, less 2.0% from such net asset value for Shares that have not been outstanding for at least one year (the "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the repurchase date. Shares tendered for repurchase will be treated as having been repurchased on a "first in-first out" basis. The Early Repurchase Deduction will not apply to Shares acquired through the Fund's dividend reinvestment plan. The Early Repurchase Deduction will apply uniformly to all Shares regardless of class. The Early Repurchase Deduction may be waived in the case of repurchase requests: (i) arising from the death or qualified disability of a Shareholder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold our Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; and (iv) in the event that a Shareholder's Shares are repurchased because the Shareholder has failed to maintain the minimum account balance, if any. The Early Repurchase Deduction may also be waived when required by law, regulation, or similar requirement and in other circumstances where the Board determines that doing so is in the best interests of the Company. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining Shareholders. In the event the amount of Shares tendered exceeds the repurchase offer amount, Shares will be repurchased on a pro rata basis.

Distribution and Shareholder Servicing Plan

On May 11, 2026, the Company adopted a Distribution and Shareholder Servicing Plan (the “Distribution and Shareholder Servicing Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to the Class S Shares and Class D Shares. Pursuant to the Distribution and Shareholder Servicing Plan, Fortress Wealth Solutions LLC is entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.25% and 0.85% of the value of the Company's aggregate NAV attributable to Class D Shares and Class S Shares, respectively, as of the beginning of the first calendar day of each applicable month. The Distribution and Shareholder Servicing Plan provides that no such fees shall be paid with respect to Class I Shares.