Common Shares

The Company is offering Common Shares on a continuous basis (the “Private Offering”) pursuant to the terms set forth in subscription agreements that it expects to enter into with investors in connection with the Private Offering (each, a “Subscription Agreement”). Although the Common Shares in the Private Offering are being sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) only to investors that are “accredited investors” in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, there can be no assurance that it will not need to suspend the continuous offering for various reasons, including but not limited to regulatory review from the SEC and various state regulators, to the extent applicable.

Each investor in the Private Offering will make a capital commitment (a “Capital Commitment”) to purchase Common Shares pursuant to a Subscription Agreement. During the Commitment Period, investors in the Private Offering will be required to fund drawdowns to purchase Common Shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. The Commitment Period will continue until the five-year anniversary of the date on which holders of the Common Shares are required to fund their initial drawdown (the “Commencement Date”). The Commencement Date occurred on May 7, 2024.

The Company is authorized to issue an unlimited number of Common Shares. As of June 30, 2026, the Company had issued 31,769,521 shares and all are outstanding. Also, as of June 30, 2026, the Company had executed subscription agreements for approximately $2.2 billion of Capital Commitments (of which approximately $1.4 billion remained unfunded as of June 30, 2026).

Preferred Shares

On December 11, 2025, the Company issued and sold 515 shares of its 12.0% Series A Cumulative Preferred Shares, par value $0.001 per share (the “Preferred Shares”). Each share of the Preferred Shares was sold at a price of $3 per share and each individual investor in the Preferred Shares was entitled to purchase only one Preferred Share. The Company received proceeds of $1,545 net of offering costs of $288 for net proceeds of $1,257. Each holder of the Preferred Shares is entitled to a liquidation preference of $3 per share (the “Liquidation Value”) with respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up. The Preferred Shares are senior to all other classes and series of common shares, and rank on parity with any other class or series of preferred shares of the Company, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Preferred Shares. Dividends on each share of Preferred Shares accrue on a daily basis at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon (the “Preferred Dividends”), from and including the date of issuance, or, if any shares of Preferred Shares are issued after the first dividend period, dividends on such shares shall accrue and be cumulative from the day immediately following the most recent dividend payment date, to and including the earlier of (1) the date of any liquidation, dissolution, or winding up of the Company or (2) the date on which such Preferred Shares are redeemed. Dividends accrue whether or not they have been authorized or declared, whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Dividends are payable semi-annually.

The Preferred Shares are subject to redemption at the Company’s option any time by notice of such redemption on a date selected by the Company for such redemption, such date being referred to as the “Redemption Date”. If the Company elects to cause the redemption of the Preferred Shares, each share of Preferred Shares will be redeemed for a price, payable in cash (i.e. no conversion provision) on the Redemption Date, equal to 100% of such share’s Liquidation Value, plus all accrued and unpaid dividends to and including the Redemption Date, plus a redemption premium per share as follows: (1) if the redemption date occurs prior to the second (2nd) anniversary of the date of the original issuance of the Preferred Shares, a redemption premium of $0.3; and (2) thereafter, no redemption premium. From and after the close of business on the Redemption Date, all dividends on the outstanding Preferred Shares will cease to accrue, such shares will no longer be deemed to be outstanding, and all rights of the holders of such shares (except the right to receive the redemption price for such shares from the Company) will cease.

Distributions

For the three and six months ended June 30, 2025, no Preferred Dividends were declared as there were no Preferred Shares issued as of June 30, 2025.

Distribution Reinvestment

The Company has adopted an “opt out” distribution reinvestment plan (“DRIP”), under which a Shareholder’s distributions would automatically be reinvested under the DRIP in additional whole and fractional shares, unless the Shareholder “opts out” of the DRIP, thereby electing to receive cash dividends. The Company uses newly issued Common Shares to implement the DRIP that are issued at a price per share equal to the most recent net asset value per share determined by the Advisor as the Company’s valuation designee in accordance with Rule 2a-5 under the 1940 Act.