Note 10. Share Data and Distributions

Earnings per share

Capital Activity

The Company is authorized to issue 500,000,000 shares of common stock at a par value of $0.01 per share. Beginning with the initial closing on June 2, 2022 (the "Initial Closing") through December 2, 2025 (the "Fundraising Period"), the Company conducted an offering of its shares of common stock to “accredited investors” (as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act) in a private placement in the United States under the exemption provided by Section 4(a)(2) of the 1933 Act and Rule 506(c) under Regulation D promulgated thereunder, and the exemption provided by Regulation S with respect to any investors outside of the United States, as applicable. The Fundraising Period commenced when the Company held the Initial Closing and entered into subscription agreements in which investors made capital commitments to purchase shares of common stock (the “Subscription Agreements”), providing private placement of the Company’s shares of common stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company's shares of common stock up to the amount of their respective capital commitment each time the Company delivers a drawdown notice for three (3) years following the date of the closing in which an investor's Capital Commitment was accepted (an investor's "Commitment Period"). The investor's Commitment Period in connection with the Initial Closing ended on June 2, 2025. Notwithstanding the foregoing, prior to a Public Listing, the Company may, at any time, call an Investor's Commitment Period after the Commitment Period under certain circumstances as set forth in the Subscription Agreement, including, but not limited to, paying the Company's expenses and making follow-on investments.

On March 29, 2022, in connection with its seed audit, the Company issued 100 shares of common stock for $10.00 to Varagon, which were subsequently redeemed on June 2, 2022, in connection with the Merger.

As of June 30, 2026, the Company had received capital commitments totaling $488.2 million ($73.5 million remaining undrawn), of which $5.9 million ($1.0 million remaining undrawn) is from Varagon and current officers and directors of the Company.

Distributions and Distribution Reinvestments

Distributions to common shareholders are recorded on the ex-dividend date. The Company elected, and intends to qualify annually, to be treated as a RIC for U.S. federal income tax purposes under the Code. The Company will be required to distribute dividends each tax year as a RIC to its shareholders of an amount generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for dividends paid, in order to be eligible for tax benefits allowed to a RIC under subchapter M of the Code. The Company anticipates paying out as a distribution all or substantially all of those amounts. The amount to be paid out as a dividend is determined by the Board and is based on management’s estimate of the Company’s annual taxable income. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such net realized capital gains for investment.

The Company has adopted an “opt out” distribution reinvestment plan (“DRIP”) for shareholders. As a result, if the Board authorizes, and the Company declares, a dividend or other distribution, each shareholder that has not “opted out” of the DRIP will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.