v3.26.1
Share Transactions
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Share Transactions Share Transactions
Below is a summary of transactions with respect to shares of the Company’s Common Shares during the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
20262025
SharesAmountSharesAmount
Gross Proceeds from Offering
4,360,224 $110,885 11,200,589 $285,408 
Reinvestment of Distributions851,912 21,523 491,763 12,531 
Share Repurchase Program(1,594,424)(39,890)(75,550)(1,887)
Net Proceeds from Share Transactions3,617,712 $92,518 11,616,802 $296,052 
Status of Continuous Private Offering
The Company is conducting the continuous Private Offering in reliance on exemptions from the registration requirements of the Securities Act, including the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act. In connection with the Private Offering, the Company has entered into, and expects to continue to enter into, subscription agreements with investors,
each, a Subscription Agreement. An investor will make a capital contribution pursuant to such Subscription Agreement and will become a common shareholder in the Company bound by the terms of the Subscription Agreement and the Company’s organizational documents.
As of June 30, 2026, the Company has issued 42,373,919 Class S shares in the Private Offering for gross proceeds of $1,078,094, including Class S shares issued under its distribution reinvestment plan. Of the 42,373,919 Class S shares issued in the Private Offering, 2,393,528 shares were issued to investors with capital commitments to the Company in exchange for an aggregate of $60,000 in capital contributions. As of June 30, 2026, the Company had received capital commitments of $60,000 from investors in the Private Offering, all of which has been called for funding. The Company intends to continue selling Class S shares in the Private Offering on a monthly basis.
During the six months ended June 30, 2026 and 2025, the Company issued 5,212,136 and 11,692,352 Class S shares, respectively, for gross proceeds of $132,408 and $297,939, respectively, at an average price per share of $25.40 and $25.48, respectively. The gross proceeds received during the six months ended June 30, 2026 and 2025 include reinvested shareholder distributions of $21,523 and $12,531, respectively, for which the Company issued 851,912 and 491,763 Class S shares, respectively, under its distribution reinvestment plan.
During the period from July 1, 2026 to July 31, 2026, the Company issued 629,582 Class S shares for gross proceeds of $15,639 at an average price per share of $24.84. The gross proceeds received during the period from July 1, 2026 to July 31, 2026 include reinvested shareholder distributions of $3,597 for which the Company issued 144,799 Class S shares under its distribution reinvestment plan.
Discretionary Share Repurchase Program
Beginning with the quarter ended September 30, 2024, the Company commenced a discretionary share repurchase program in which it intends, subject to market conditions and the discretion of the Company’s Board of Trustees, or the Board, to offer to repurchase, in each quarter, up to 5% of the Common Shares outstanding (either by number of shares or aggregate net asset value, or NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of the Company’s shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. 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, or the Exchange Act, and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the Company’s discretionary share repurchase program, to the extent the Company offers to repurchase Common Shares in any particular quarter, the Company expects to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, or the Valuation Date. If shareholders tender Common Shares in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered Common Shares, the Company may repurchase such Common Shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Common Shares repurchased, or the Early Repurchase Deduction. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of Common Shares. Common Shares that are issued pursuant to the distribution reinvestment plan, or DRP, and tendered will not be subject to the Early Repurchase Deduction. Common Shares repurchased will be treated as having been repurchased on a “first in-first out” basis for purposes of determining whether and to what extent the Early Repurchase Deduction is applicable. Therefore, the portion of Common Shares repurchased will be deemed to have been taken from the earliest Common Shares purchased by such shareholder for purposes of determining whether and to what extent the Early Repurchase Deduction is applicable, except that in all cases Common Shares issued pursuant to the DRP will be treated as having been repurchased first. This Early Repurchase Deduction will also generally apply to minimum account repurchases.
The Common Shares may be sold to certain feeder vehicles primarily created to hold the 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 Company may not apply, in its sole discretion, the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. In addition, the Company may, in its sole discretion from time to time, waive the Early Repurchase Deduction in respect of any repurchase request arising from, or in connection with, the following circumstances (subject to the conditions described below, as applicable): arising from the death, qualifying disability or divorce of the shareholder; in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; submitted in connection with discretionary transfer programs (and similar
arrangements) as approved by the Company; and/or submitted in connection with or by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. Shareholders should be aware that their financial intermediary’s operational systems may not support participation in a Company-approved discretionary transfer program or may impose additional or different requirements in connection with such requests.
As set forth above, the Company may waive the Early Repurchase Deduction in respect of a repurchase of Common Shares resulting from the death, qualifying disability (as such term is defined in Section 72(m)(7) of the Code) or divorce of a shareholder who is a natural person, including Common Shares held by such shareholder through a trust or an individual retirement account or other retirement or profit-sharing plan, after (i) in the case of death, receiving written notice from the estate of the shareholder, the recipient of the Common Shares through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust, (ii) in the case of qualified disability, receiving written notice from such shareholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder of the Company or (iii) in the case of divorce, receiving written notice from the shareholder of the divorce and the shareholder’s instructions to effect a transfer of the Common Shares (through the repurchase of the Common Shares by us and the subsequent purchase by the shareholder) to a different account held by the shareholder (including trust or an individual retirement account or other retirement or profit-sharing plan). The Company must receive the written repurchase request within 12 months after the death of the shareholder, the initial determination of the shareholder’s disability or divorce in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death, disability or divorce of a shareholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the shareholder. If spouses are joint registered holders of Common Shares, the request to have the Common Shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the shareholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Early Repurchase Deduction upon death, disability or divorce does not apply.
The following table sets forth information regarding repurchases of Common Shares effectuated under the Company’s discretionary share repurchase program during the six months ended June 30, 2026:
Repurchase Date
Offer Date
Tender Offer Expiration
Purchase Price per Share
Common Shares Repurchased(1)
Aggregate Dollar Amount of Common Shares Accepted for Repurchase(1)
January 2, 2026December 1, 2025December 29, 2025$25.58243,832 $6,197 
April 1, 2026March 2, 2026March 30, 2026$25.061,350,592 33,693 
Total1,594,424 $39,890 
________________
(1)Certain of the amounts herein have been rounded for convenience of presentation.
On June 1, 2026, the Company commenced a tender offer pursuant to which it offered to repurchase up to 2,030,181 Common Shares tendered prior to the offer expiring on June 29, 2026. During the period from July 1, 2026 to July 31, 2026, the Company repurchased 1,439,362 Common Shares that were validly tendered by shareholders at a purchase price of $24.84 per share for aggregate consideration, net of any applicable Early Repurchase Deduction, of $35,720.