UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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Indicate by check mark whether the registrant
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The issuer had
Muzinich Corporate Lending Income Fund, Inc.
Form 10-Q for the Quarter Ended June 30, 2026
TABLE OF CONTENTS
i
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Muzinich Corporate Lending Income Fund, Inc.
Consolidated Statements of Assets and Liabilities
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| Assets: | ||||||||
| Non-controlled/non-affiliated investments, at fair value (amortized cost of $ | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Receivables: | ||||||||
| Interest | ||||||||
| Sales of investments | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Management fees payable | ||||||||
| Professional fees payable | ||||||||
| Incentive fees payable | ||||||||
| Distributions payable | ||||||||
| Directors’ fees payable | ||||||||
| Accrued other general and administrative expenses | ||||||||
| Total Liabilities | $ | $ | ||||||
| Net Assets: | ||||||||
| Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Total distributable (accumulated) earnings (losses) | ||||||||
| Total Net Assets | $ | $ | ||||||
| Total Liabilities and Net Assets | $ | $ | ||||||
| Net Asset Value Per Share | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Muzinich Corporate Lending Income Fund, Inc.
Consolidated Statements of Operations (Unaudited)
| For the three
months ended June 30, | For the six months
ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Investment Income | ||||||||||||||||
| Investment income from non-controlled/non-affiliated investments and cash equivalents: | ||||||||||||||||
| Interest income | $ | | $ | $ | $ | |||||||||||
| Income from payment-in-kind interest | ||||||||||||||||
| Total investment income from non-controlled/non-affiliated investments and cash equivalents: | ||||||||||||||||
| Total Investment Income | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Management fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Directors’ fees and expenses | ||||||||||||||||
| Purchased accrued interest expense | ||||||||||||||||
| Incentive fees expense | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Waiver of management fees | ( | ) | ( | ) | ||||||||||||
| Total Net Expenses | ||||||||||||||||
| Net Investment Income | ||||||||||||||||
| Net Realized Gains/(Losses) and Unrealized Appreciation/(Depreciation) on Investments | ||||||||||||||||
| Net realized gains/(losses) on investments: | ||||||||||||||||
| Non-controlled/non-affiliated investments | ( | ) | ( | ) | ||||||||||||
| Total Net Realized Gains/(Losses) on Investments | ( | ) | ( | ) | ||||||||||||
| Net change in unrealized appreciation/(depreciation) on investments: | ||||||||||||||||
| Non-controlled/non-affiliated investments | ( | ) | ||||||||||||||
| Total Net Change in Unrealized Appreciation/(Depreciation) on Investments | ( | ) | ||||||||||||||
| Total Net Realized Gains/(Losses) and Unrealized Appreciation/(Depreciation) on Investments | ( | ) | ||||||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | $ | $ | $ | ||||||||||||
| Basic and Diluted Net Increase in Net Assets Resulting from Operations per Common Share | $ | $ | $ | $ | ||||||||||||
| Weighted Average Common Shares Outstanding - Basic and Diluted (See Note 8) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Muzinich Corporate Lending Income Fund, Inc.
Consolidated Statements of Changes in Net Assets (Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||||||||||
| Net investment income | $ | $ | $ | $ | ||||||||||||
| Total net realized gains/(losses) | ( | ) | ( | ) | ||||||||||||
| Total net change in unrealized appreciation/(depreciation) | ( | ) | ||||||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||||||||||
| Decrease in Net Assets Resulting from Stockholder Distributions: | ||||||||||||||||
| Dividends and distributions to stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Decrease in Net Assets Resulting from Stockholder Distributions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Increase in Net Assets Resulting from Capital Stock Transactions | ||||||||||||||||
| Issuance of common shares | ||||||||||||||||
| Dividends and distributions reinvested | ||||||||||||||||
| Net Increase in Net Assets Resulting from Capital Stock Transactions | ||||||||||||||||
| Total Increase in Net Assets | ||||||||||||||||
| Net Assets, Beginning of Period | ||||||||||||||||
| Net Assets, End of Period | $ | $ | $ | $ | ||||||||||||
| Net Asset Value per Share | $ | $ | $ | $ | ||||||||||||
| Common Shares Outstanding at the End of the Period | ||||||||||||||||
| Dividend Distribution per Share | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Muzinich Corporate Lending Income Fund, Inc.
Consolidated Statements of Cash Flows (Unaudited)
| For the six months
ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net increase/(decrease) in net assets resulting from operations | $ | $ | ||||||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||||
| Net change in unrealized (appreciation)/depreciation on investments | ( | ) | ||||||
| Net realized (gains)/losses on investments | ( | ) | ||||||
| Net amortization of premium (accretion of discount) | ||||||||
| Net income from payment-in-kind interest | ( | ) | ( | ) | ||||
| Purchases and drawdowns of investments | ( | ) | ( | ) | ||||
| Sales and maturities of and principal paydowns on investments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables - interest | ( | ) | ||||||
| Receivables - sale of investments | ||||||||
| Organizational and offering fees payable | ( | ) | ||||||
| Management fees payable | ( | ) | ||||||
| Directors’ fees payable | ||||||||
| Professional fees payable | ||||||||
| Securities purchased payable | ( | ) | ||||||
| Incentive fees payable | ( | ) | ||||||
| Accrued other general and administrative expenses | ( | ) | ||||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Distributions (net of change in distributions payable) | ( | ) | ( | ) | ||||
| Changes in advance share subscription amount | ( | ) | ||||||
| Proceeds from issuance of common shares | ||||||||
| Cash Provided by (Used in) Financing Activities | ( | ) | ||||||
| Net Increase/(Decrease) in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and Cash Equivalents, End of Period | $ | $ | ||||||
| Supplemental Information | ||||||||
| Dividends reinvested | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Muzinich Corporate Lending Income Fund, Inc.
Consolidated Schedule of Investments
As of June 30, 2026 (Unaudited)
(in thousands, except shares)
| Portfolio Company(6)(9) | Footnotes | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment- In- Kind Interest Rate | Acquisition Date(s) | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||||
| Investments - non-controlled/non-affiliated | |||||||||||||||||||||||||||||||||||
| Corporate Bond Investments | |||||||||||||||||||||||||||||||||||
| Airlines | |||||||||||||||||||||||||||||||||||
| Onesky Flight, LLC | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Automotive & Auto Parts | |||||||||||||||||||||||||||||||||||
| Tenneco Inc. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Building Materials | |||||||||||||||||||||||||||||||||||
| New Enterprise Stone & Lime Co. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Standard Industries Inc. | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Cable/Satellite TV | |||||||||||||||||||||||||||||||||||
| Midcontinent Communications | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Consumer Products | |||||||||||||||||||||||||||||||||||
| Energizer Holdings, Inc. | (3)(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Masterbrand, Inc. | (3)(8) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Chemicals | |||||||||||||||||||||||||||||||||||
| Olympus Water US Holdings Corp. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| SCIH Salt Holdings Inc. | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Diversified Financial Services | |||||||||||||||||||||||||||||||||||
| APH Somerset Investor 2 LLC | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Provident Funding Associates Ltd | (3)(8) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Energy | |||||||||||||||||||||||||||||||||||
| Ascent Resources Utica Holding | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Rockies Express Pipeline LLC | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| Tallgrass Energy Partners LP | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Gaming | |||||||||||||||||||||||||||||||||||
| Penn Entertainment, Inc. | (3)(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
5
| Portfolio Company(6)(9) | Footnotes | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment- In- Kind Interest Rate | Acquisition Date(s) | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||||
| Healthcare | |||||||||||||||||||||||||||||||||||
| Prime Healthcare Services Inc. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Paradigm Parent LLC | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| Star Parent, Inc. | (3)(8) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Homebuilders/Real Estate | |||||||||||||||||||||||||||||||||||
| Blackstone Mortgage Trust Inc. | (3)(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Shea Homes LP | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||||||||
| Acrisure LLC / Acrisure Finance Inc. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Asurion, LLC | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Metals/Mining | |||||||||||||||||||||||||||||||||||
| Novelis Corp | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Publishing/Printing | |||||||||||||||||||||||||||||||||||
| McGraw-Hill Education Inc. | (3)(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Services | |||||||||||||||||||||||||||||||||||
| Allied Universal Holdco LLC | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Allied Universal Holdco LLC | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| Beacon Mobility Corp. | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Super Retail | |||||||||||||||||||||||||||||||||||
| Champ Acquisition Corp. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Ken Garff Automotive LLC | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| Magnera Corporation | (3)(8) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| Victra Holdings, LLC | (3) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Technology | |||||||||||||||||||||||||||||||||||
| Cloud Software Group, Inc. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Open Text Corporation | (3)(8) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Telecommunications | |||||||||||||||||||||||||||||||||||
| Zayo Group Holdings, Inc. | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | |||||||||||||||||||||||||||||||||||
| First Student Bidco Inc | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Utilities | |||||||||||||||||||||||||||||||||||
| Alpha Generation LLC | (3) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||||
| Terraform Power LLC | (3)(8) | Corporate Bond | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Total Corporate Bond Investments | $ | $ | % | ||||||||||||||||||||||||||||||||
6
| Portfolio Company(6)(9) | Footnotes | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment- In- Kind Interest Rate | Acquisition Date(s) | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||||
| Senior Secured Loan Debt Investments(5) | |||||||||||||||||||||||||||||||||||
| Building Materials | |||||||||||||||||||||||||||||||||||
| Chariot Buyer LLC | (3)(4) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||||
| MIWD Holdco II LLC | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| Tamko Building Products, LLC | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| - | $ | $ | % | ||||||||||||||||||||||||||||||||
| Capital Goods | - | ||||||||||||||||||||||||||||||||||
| Arcline FM Holdings, LLC | (3)(4) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||||
| Resilience Parent LLC | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Consumer Products | |||||||||||||||||||||||||||||||||||
| MRO Maryruth, LLC | (4) | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Containers | |||||||||||||||||||||||||||||||||||
| Clydesdale Acquisition Holdings Inc. | (3)(4) | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||||
| ProAmpac PG Borrower LLC | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| Veritiv Operating Co. | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Diversified Support Services | |||||||||||||||||||||||||||||||||||
| PSA Worldwide, LLC | Term Loan | % | $ | $ | % | ||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Diversified Financial Services | |||||||||||||||||||||||||||||||||||
| Dragon Buyer Inc. | (3)(4) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||||
| Nvent Thermal LLC | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| PayArc, LLC | (4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Food/Beverage/Tobacco | |||||||||||||||||||||||||||||||||||
| Cold Spring Brewing Holdings, LLC | (4) | Term Loan A-1 | % | $ | $ | % | |||||||||||||||||||||||||||||
| Savor Acquisition Inc. | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Healthcare | |||||||||||||||||||||||||||||||||||
| Heartland Dental LLC | (3)(4) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||||
| Cotiviti, Inc. | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| Team Services Holdings, Inc. | (3)(4) | Term Loan | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Health Care Services | |||||||||||||||||||||||||||||||||||
| Carolina Center for Autism Services, LLC | Term Loan | % | $ | $ | % | ||||||||||||||||||||||||||||||
| Carolina Center for Autism Services, LLC | Delayed Draw Term Loan | % | % | ||||||||||||||||||||||||||||||||
| % | |||||||||||||||||||||||||||||||||||
7
| Portfolio Company(6)(9) | Footnotes | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment- In- Kind Interest Rate | Acquisition Date(s) | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||||
| Homebuilders/Real Estate | |||||||||||||||||||||||||||||||||||
| Sisu Energy & Environmental, LLC | (4) | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Technology | |||||||||||||||||||||||||||||||||||
| FTAI Infrastructure Inc. | (3)(4) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||||
| Rocket Software, Inc. | (3)(4) | Term Loan | % | % | % | ||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | |||||||||||||||||||||||||||||||||||
| Bison Infrastructure Services, LLC | Term Loan | % | $ | $ | % | ||||||||||||||||||||||||||||||
| Guardian Fleet Services, Inc. | (4) | Term Loan | % | % | % | ||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Services | |||||||||||||||||||||||||||||||||||
| Gloves Buyer Inc. | (3)(4) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Total Senior Secured Loan Debt Investments | $ | $ | % | ||||||||||||||||||||||||||||||||
| Equity Investments - Preferred Stock(10) | |||||||||||||||||||||||||||||||||||
| Diversified Support Services | |||||||||||||||||||||||||||||||||||
| PSA Holdings, LLC | Preferred Stock | % | $ | $ | % | ||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Homebuilders/Real Estate | |||||||||||||||||||||||||||||||||||
| Sisu Energy & Environmental, LLC | Preferred Stock | $ | $ | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | |||||||||||||||||||||||||||||||||||
| Bison Infrastructure Services, LLC | Preferred Stock | % | $ | $ | % | ||||||||||||||||||||||||||||||
| Guardian Fleet Services, Inc. | (7) | Preferred Stock | % | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Total Preferred Stock | $ | $ | % | ||||||||||||||||||||||||||||||||
| Total Equity Investments | $ | $ | % | ||||||||||||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||||||||||||||
| Diversified Financial Services | |||||||||||||||||||||||||||||||||||
| PayArc Holdings, LLC | (7) | Warrants | $ | $ | % | ||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | |||||||||||||||||||||||||||||||||||
| Guardian Fleet Services, Inc. | Warrants | $ | $ | % | |||||||||||||||||||||||||||||||
| $ | $ | % | |||||||||||||||||||||||||||||||||
| Total Warrants | $ | $ | % | ||||||||||||||||||||||||||||||||
| Short-Term Investments | |||||||||||||||||||||||||||||||||||
| Money Market Funds | |||||||||||||||||||||||||||||||||||
| First American Treasury Obligation Class X | (11) | Money Market Fund | % | $ | $ | % | |||||||||||||||||||||||||||||
| Total Short-Term Investments | $ | $ | % | ||||||||||||||||||||||||||||||||
| Total Non-Controlled/Non-Affiliated Investments | $ | $ | % | ||||||||||||||||||||||||||||||||
| Total Investments | $ | $ | % | ||||||||||||||||||||||||||||||||
| Other Assets in Excess of Liabilities | % | ||||||||||||||||||||||||||||||||||
| Net Assets | $ | % | |||||||||||||||||||||||||||||||||
SOFR - Secured Overnight Financing Rate.
| (1) |
8
| (2) | |
| (3) | |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
The accompanying notes are an integral part of these consolidated financial statements.
9
Muzinich Corporate Lending Income Fund, Inc.
Consolidated Schedule of Investments
As of December 31, 2025
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Non-Controlled/Non-Affiliated Investments | ||||||||||||||||||||||||||||||||
| Corporate Bond Investments(3) | ||||||||||||||||||||||||||||||||
| Airlines | ||||||||||||||||||||||||||||||||
| American Airlines Corp. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Onesky Flight LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Airlines | $ | $ | % | |||||||||||||||||||||||||||||
| Automotive & Auto Parts | ||||||||||||||||||||||||||||||||
| Tenneco Inc. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Automotive & Auto Parts | $ | $ | % | |||||||||||||||||||||||||||||
| Building Materials | ||||||||||||||||||||||||||||||||
| Standard Industries Inc. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| New Enterprise Stone | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Building Materials | $ | $ | % | |||||||||||||||||||||||||||||
| Broadcasting | ||||||||||||||||||||||||||||||||
| Univision Communications | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Broadcasting | $ | $ | % | |||||||||||||||||||||||||||||
| Consumer Products | ||||||||||||||||||||||||||||||||
| Energizer Holdings Inc.(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Consumer Products | $ | $ | % | |||||||||||||||||||||||||||||
| Chemicals | ||||||||||||||||||||||||||||||||
| Olympus Water US Holdings Corp. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
10
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Scih Salt Holdings Inc | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Wr Grace Holding LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Chemicals | $ | $ | % | |||||||||||||||||||||||||||||
| Containers | ||||||||||||||||||||||||||||||||
| Owens-brockway(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Containers | $ | $ | % | |||||||||||||||||||||||||||||
| Diversified Financial Services | ||||||||||||||||||||||||||||||||
| Aquarian | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Provident Fdg | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Azorra Finance | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Dcli Bidco LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Diversified Financial Services | $ | $ | % | |||||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||||||||
| Tallgrass Nrg Prtnr/fin | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Ascent Resources(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Rockies Express Pipeline | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Energy | $ | $ | % | |||||||||||||||||||||||||||||
| Gaming | ||||||||||||||||||||||||||||||||
| Great Canadian Gaming Co | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Penn Entertainment Inc.(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
11
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Rivers Enterprise | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Gaming | $ | $ | % | |||||||||||||||||||||||||||||
| Healthcare | ||||||||||||||||||||||||||||||||
| Prime Healthcare Service | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Us Acute Care Solutions | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Healthcare | $ | $ | % | |||||||||||||||||||||||||||||
| Homebuilders/Real Estate | ||||||||||||||||||||||||||||||||
| Blackstone Mortgage(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Shea Homes Lp | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Homebuilders/Real Estate | $ | $ | % | |||||||||||||||||||||||||||||
| Insurance | ||||||||||||||||||||||||||||||||
| Acrisure LLC / Fin Inc. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Insurance | $ | $ | % | |||||||||||||||||||||||||||||
| Metals/Mining | ||||||||||||||||||||||||||||||||
| Novelis Corp. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Metals/Mining | $ | $ | % | |||||||||||||||||||||||||||||
| Publishing/Printing | ||||||||||||||||||||||||||||||||
| Cimpress Plc(8) | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| McGraw-Hill Education | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Publishing/Printing | $ | $ | % | |||||||||||||||||||||||||||||
| Railroads | ||||||||||||||||||||||||||||||||
| Watco Cos LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Railroads | $ | $ | % | |||||||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||||||||||
| Allied Universal Holdco | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
12
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Allied Universal Holdco | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Services | $ | $ | % | |||||||||||||||||||||||||||||
| Super Retail | ||||||||||||||||||||||||||||||||
| Champ Acquisition Corp. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Ken Garff Automotive LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Victra Hldg | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Super Retail | $ | $ | % | |||||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||||||||
| Cloud Software Grp Inc. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Cloud Software Grp Inc. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Rocket Software Inc. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Technology | $ | $ | % | |||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | ||||||||||||||||||||||||||||||||
| Beacon Mobility Corp. | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Frst Stu Bid/frst Trans | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Transportation Excluding Air/Rail | $ | $ | % | |||||||||||||||||||||||||||||
| Utilities | ||||||||||||||||||||||||||||||||
| Alpha Generation LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Lightning Power LLC | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Terraform Power Operating | Corporate Bond | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Utilities | $ | $ | % | |||||||||||||||||||||||||||||
| Total Corporate Bond Investments | $ | $ | % | |||||||||||||||||||||||||||||
13
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Senior Secured Loan Debt Investments(4),(5) | ||||||||||||||||||||||||||||||||
| Building Materials | ||||||||||||||||||||||||||||||||
| Chariot Buyer LLC | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| MIWD Holdco II LLC | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Tamko Building Products, LLC | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Building Materials | $ | $ | % | |||||||||||||||||||||||||||||
| Capital Goods | ||||||||||||||||||||||||||||||||
| Arcline FM Holdings, LLC | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Husky Injection Molding Sys LTD | Delayed Draw Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Nvent Thermal LLC | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Capital Goods | $ | $ | % | |||||||||||||||||||||||||||||
| Consumer Products | ||||||||||||||||||||||||||||||||
| ACP Tara Holdings Inc. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| MRO Maryruth | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||
| Total Consumer Products | $ | $ | % | |||||||||||||||||||||||||||||
| Containers | ||||||||||||||||||||||||||||||||
14
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Clydesdale Acquisition Holdings Inc. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Veritiv Operating Co. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Containers | $ | $ | % | |||||||||||||||||||||||||||||
| Collateralized Debt Obligation | ||||||||||||||||||||||||||||||||
| Neub 2022-50a Br(8) | Collateralized Loan Obligation | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Collateralized Debt Obligation | $ | $ | % | |||||||||||||||||||||||||||||
| Diversified Support Services | ||||||||||||||||||||||||||||||||
| PSA Holdings, LLC(3) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Diversified Support Services | $ | $ | % | |||||||||||||||||||||||||||||
| Diversified Financial Services | ||||||||||||||||||||||||||||||||
| Dragon Buyer Inc. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Diversified Financial Services | $ | $ | % | |||||||||||||||||||||||||||||
| Food/Beverage/Tobacco | ||||||||||||||||||||||||||||||||
| Savor Acquisition Inc. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Food/Beverage/Tobacco | $ | $ | % | |||||||||||||||||||||||||||||
| Healthcare | ||||||||||||||||||||||||||||||||
| Heartland Dental LLC | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Healthcare | $ | $ | % | |||||||||||||||||||||||||||||
15
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Health Care Services | ||||||||||||||||||||||||||||||||
| Carolina Center for Autism Services, LLC | Delayed Draw Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Health Care Services | $ | $ | % | |||||||||||||||||||||||||||||
| Homebuilders/Real Estate | ||||||||||||||||||||||||||||||||
| Cushman & Wakefield US Borrower LLC (8) | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||
| Total Homebuilders/Real Estate | $ | $ | % | |||||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||||||||
| Fortress Trans & Infrast | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Rocket Software, Inc. | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||
| Total Technology | $ | $ | % | |||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | ||||||||||||||||||||||||||||||||
| Bison Infrastructure Services, LLC(3) | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Transportation Excluding Air/Rail | $ | $ | % | |||||||||||||||||||||||||||||
| Transportation Infrastructure | ||||||||||||||||||||||||||||||||
| Guardian Fleet Services, Inc.(3) | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||
| Total Transportation Infrastructure | $ | $ | % | |||||||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||||||||||
16
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| DXP Enterprises Inc. | Term Loan | % | % | $ | $ | % | ||||||||||||||||||||||||||
| Gloves Buyer Inc. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Wash Bidco Inc. | Term Loan | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Services | $ | $ | % | |||||||||||||||||||||||||||||
| Total Senior Secured Loan Debt Investments | $ | $ | % | |||||||||||||||||||||||||||||
| Equity Investments - Preferred Stock(10) | ||||||||||||||||||||||||||||||||
| Diversified Support Services | ||||||||||||||||||||||||||||||||
| PSA Holdings, LLC(7) | Preferred Stock | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Diversified Support Services | $ | $ | % | |||||||||||||||||||||||||||||
| Transportation Infrastructure | ||||||||||||||||||||||||||||||||
| Guardian Fleet Services, Inc.(7) | Preferred Stock | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Transportation Infrastructure | $ | $ | % | |||||||||||||||||||||||||||||
| Transportation Excluding Air/Rail | ||||||||||||||||||||||||||||||||
| Bison Infrastructure Services, LLC(2),(7) | Preferred Stock | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Transportation Excluding Air/Rail | $ | $ | % | |||||||||||||||||||||||||||||
| Total Preferred Stock | $ | $ | % | |||||||||||||||||||||||||||||
| Total Equity Investments | $ | $ | % | |||||||||||||||||||||||||||||
17
| Portfolio Company(6), (9) | Investment Type | Spread Above Index | Floor | Interest Rate/ Discount Rate | Payment -in- Kind Interest Rate | Acquisition Dates | Maturity/ Expiration Date | Principal/ Units | Amortized Cost(1) | Fair Value(2) | Percentage of Net Assets | |||||||||||||||||||||
| Warrants Transportation Infrastructure | ||||||||||||||||||||||||||||||||
| Guardian Fleet Services, Inc.(7) | Warrants | $ | $ | % | ||||||||||||||||||||||||||||
| Total Transportation Infrastructure | $ | $ | % | |||||||||||||||||||||||||||||
| Total Warrants | $ | $ | % | |||||||||||||||||||||||||||||
| Money Market Funds(3) | ||||||||||||||||||||||||||||||||
| First American Treasury Obligation Class X | Money Market Fund | % | $ | $ | % | |||||||||||||||||||||||||||
| Total Money Market Funds | $ | $ | % | |||||||||||||||||||||||||||||
| Total Non-Controlled/Non-Affiliated Investments | $ | $ | % | |||||||||||||||||||||||||||||
| Total Investments | $ | $ | % | |||||||||||||||||||||||||||||
| Assets in Excess of Other Liabilities | % | |||||||||||||||||||||||||||||||
| Net Assets | $ | % | ||||||||||||||||||||||||||||||
SOFR - Secured Overnight Financing Rate.
| (1) |
| (2) |
| (3) |
| (4) |
18
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
The accompanying notes are an integral part of these consolidated financial statements.
19
Muzinich Corporate Lending Income Fund, Inc.
Notes to Consolidated Financial Statements (Unaudited)
1. Organization
Muzinich Corporate Lending Income Fund, Inc. (the “Company,” “we,” “our,” or “us”) is a Delaware corporation formed on July 5, 2023. The Company is structured as an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company was formed primarily to generate current income and, to a lesser extent, capital appreciation through investments in secured debt, including first lien, second lien and unitranche debt, as well as unsecured debt, including mezzanine debt and, to a lesser extent, in equity instruments of private companies.
The Company’s investment activities are managed by Muzinich Direct Lending Adviser, LLC (the “Adviser”), an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and an affiliate of Muzinich & Co., Inc. (“Muzinich & Co.”). The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the investments and monitoring the investments and portfolio companies of the Company on an ongoing basis. Subject to the supervision of the Company’s board of directors (the “Board” or the “Board of Directors”), the Adviser manages the Company’s day-to-day operations and provides the Company with investment advisory and management services and certain administrative services.
The Company has entered into and expects to enter
into separate subscription agreements with a number of investors providing for the sale of shares of the Company’s common stock,
par value $
In March 2024, the Company established a wholly owned subsidiary, Muzinich Corporate Lending Holdings, LLC (the “Subsidiary”), a Delaware limited liability company. The Subsidiary holds equity or equity-like investments in partnerships. All intercompany balances are eliminated in consolidation, and the Subsidiary is consolidated with the Company for accounting purposes, but the Subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result.
Fiscal Year-End
The Company’s fiscal year ends on December 31.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 – Financial Services – Investment Companies (“ASC Topic 946”).
20
Basis of Consolidation
Under Article 6 of Regulation S-X and the American
Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment Companies, the Company
is precluded from consolidating any entity other than another investment company, a controlled operating company that provides substantially
all of its services and benefits to the Company, and certain entities established for tax purposes where the Company holds a
Use of Estimates
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reported periods. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of the periods presented; however, macroeconomic, geopolitical and other events may have an impact on the global economy generally, and the Company’s business in particular, making any estimates and assumptions as of such dates inherently less certain than they would be absent the current and potential impacts of such circumstances. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash,
money market funds, U.S. government securities and investment-grade debt instruments with original maturities of three months or less
when purchased by the Company. The Company deposits its cash and cash equivalents with financial institutions, including pursuant to
its custody agreement with U.S. Bank National Association, in amounts that, at times, may exceed the Federal Deposit Insurance Corporation
insured limit. The Company’s management believes that the risk of loss associated with any uninsured balances is remote. As of
June 30, 2026, the Company’s cash balance totaled $
The Company presents investments in short term investments on the Consolidated Statements of Assets and Liabilities in “Non-controlled/non-affiliated investments”.
Principal Paydowns
The Company may receive principal repayments on its debt investments (“Paydowns”). Any unsettled Paydowns as of period-end are reflected in the Consolidated Statements of Assets and Liabilities, and any realized gains or losses incurred from such Paydowns are reflected as interest income in the Consolidated Statements of Operations.
Offering Costs
Offering costs, if any, are recorded as a reduction to paid-in capital at the time such costs are incurred.
Company Common Stock Share Valuation
In accordance with U.S. GAAP, the net asset value (“NAV”) per share of the common stock of the Company is determined at least quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding.
Investments
The Company’s level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital it has available and the competitive environment for the type of investments it makes.
21
As a BDC, the Company may not acquire any assets
other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least
Valuation of Portfolio Securities
As a BDC, the Company generally invests in illiquid securities, including debt and equity investments of middle-market companies. Under procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which such market quotations are readily available. Short-term investments with sixty days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to the Company if acquired within sixty days of maturity or, if already held by the Company on the sixtieth day, based on the value determined on the sixty-first day.
The Company expects that there will not be readily available market quotations for many of the investments in its portfolio, and such investments will be valued at fair value as determined in good faith by the Adviser, under the oversight of the Board, pursuant to the Company’s valuation policy and process as described below. The factors that the Adviser may take into account in determining the fair value of the Company’s investments generally include, as appropriate, comparisons of financial ratios of the portfolio companies that issued such private equity securities to peer companies that are public, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser considers the pricing indicated by the external event to corroborate or revise the valuation. Under current auditing standards, the notes to the Company’s consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the consolidated financial statements.
Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser to determine the fair value of the Company’s investments for which market quotations are not readily available, subject to Board oversight. The Adviser makes this determination, in good faith, pursuant to valuation procedures approved by the Board of Directors, which include a multi-step valuation process completed each quarter (or more frequently, as appropriate), as described below:
| (1) | each portfolio company or investment is initially valued by the investment professionals of the Adviser responsible for the portfolio investment and the “Portfolio Committee” of the Adviser; |
| (2) | preliminary valuation conclusions are then documented and discussed with the Company’s senior management and that of the Adviser; |
| (3) | at least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm; |
| (4) | in following these approaches, the types of factors that are taken into account in determining the fair value of such investments include, as relevant, but are not limited to: comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flow; and the markets in which the portfolio company does business; |
| (5) | the Audit Committee of the Board of Directors reviews the valuations of the Adviser on a quarterly basis; and |
| (6) | the Board of Directors oversees the Company’s valuation process and in support of this oversight, the Adviser provides periodic reports to the Board on valuation matters. |
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The Adviser may also engage one or more independent valuation firms to assist in the valuation of the Company’s securities.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Loans on non-accrual status are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Payment-in-Kind (“PIK”) Interest
The Company currently holds, and expects to hold in the future, certain investments in its portfolio that contain PIK interest provisions. PIK interest, which is computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to stockholders to maintain its qualification as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
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Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees will generally only be available to the Company as a result of closing investments, will normally be paid at the closing of the investment, are expected to be non-recurring and will be recognized as revenue when earned upon closing of the investment. The services provided vary by investment, but can include closing work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-based fees.
Deal Origination Costs
The Company records origination and other expenses related to its investments as deferred financing costs. These expenses are deferred and amortized over the life of the related investment. Deal origination costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the investment. In circumstances in which there is not an associated investment amount recorded in the consolidated financial statements when the deal origination costs are incurred, such deal origination costs are reported on the Consolidated Statements of Assets and Liabilities as a liability until the investment is recorded.
Distributions to Stockholders
Distributions to stockholders are recorded on the record date. The amount to be distributed is determined by the Board of Directors and is generally based upon current and estimated net earnings. Net realized long-term capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a distribution reinvestment plan (the “Distribution Reinvestment Plan” or “DRP”), pursuant to which it reinvests all cash dividends declared by the Board of Directors on behalf of its stockholders who do not elect to receive their dividends in cash. For more information on the Distribution Reinvestment Plan, see “Note 7. Net Assets – Distribution Reinvestment Plan” in these Notes to Consolidated Financial Statements.
Identification of Non-Accrual Investments
The Company places a debt or preferred equity investment on non-accrual status when it is determined that the collection of interest is not probable or when the investment is 90 days or more past due as to principal or interest, unless the investment is both well secured and in the process of collection. In addition, the Company may place an investment on non-accrual status earlier if, in the judgment of management and the Board of Directors, the investment has experienced credit deterioration such that the full collection of contractual principal or interest is no longer probable.
When a debt investment is placed on non-accrual status:
| ● | accrued but unpaid interest is reversed against current period interest income; |
| ● | the Company ceases to accrue interest income on the investment; |
| ● | cash interest payments received, if any, are applied as a reduction of the investment’s amortized cost basis unless management believes collection of principal is probable, in which case cash received may be recognized as interest income on a cash basis; and |
| ● | original issue discount (“OID”) and PIK interest are no longer accrued. |
An investment is restored to accrual status when past due principal and interest are brought current and, in management’s judgment, future principal and interest payments are reasonably assured.
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Investments on non-accrual status continue to be valued at fair value in accordance with the Company’s valuation policy. The fair value of non-accrual investments may reflect:
| ● | deterioration in the borrower’s operating performance; |
| ● | changes in market yield assumptions; |
| ● | collateral coverage and enterprise value considerations; and |
| ● | recovery expectations. |
Non-accrual status does not, by itself, result in a realized loss. Any changes in fair value are reflected as unrealized appreciation or depreciation in the Consolidated Statements of Operations.
As of June 30, 2026 and December 31, 2025, there were no debt investments on non-accrual status.
Interest income foregone represents the amount of interest income that would have been recognized during the year. The Company did not recognize any cash interest income on a non-accrual basis during the three and six months ended June 30, 2026.
Foreign Security and Currency Translations
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
Correction of Prior Period Presentation
In the current period, the Company has separately presented “Interest Receivables” on the Consolidated Statements of Assets and Liabilities and Consolidated Statement of Cash Flows that was previously recorded within “Interest and Other” in the Consolidated Financial Statements. Additionally, the Company has separately presented “Income from Payment-in-Kind Interest” on the Consolidated Statements of Operations and Consolidated Statement of Cash Flows that was previously recorded within “Interest Income” on the Consolidated Statement of Operations and within “Net Accretion of Discounts and Amortization of Premium on Investments” on the Consolidated Statement of Cash Flows. The Company corrected this presentation as of and for the period ended June 30, 2026.
Segment Reporting
The Company timely adopted Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The Company’s adoption of ASU 2023-07 impacted disclosures only and did not affect the Company’s financial position, results of operations, cash flows, or NAV.
The Company operates as a operating and reportable segment as an investment company. The Company’s chief operating decision maker (“CODM”) is its . The CODM uses net investment income and net increase in net assets resulting from operations, each as reported in the Consolidated Statements of Operations, to evaluate operating performance, assess returns, and allocate capital resources. In addition, the CODM reviews the fair value of the Company’s investment portfolio, portfolio composition, liquidity, leverage, and distributions to stockholders.
Significant expense categories regularly provided to and reviewed by the CODM include Management Fees and Incentive Fees (each as defined below), interest and financing expenses, professional fees, directors’ fees and expenses, and other general and administrative expenses. These expense categories are reported in the Company’s Consolidated Statements of Operations.
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Because the Company operates as a single reportable segment, all required segment disclosures are presented on a consolidated basis.
Recently Issued and Adopted Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASUs”) issued by the FASB. ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, in each relevant expense caption. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application are permitted. The Company is currently assessing the impact of this guidance; however, the Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.
Taxation as a RIC
The Company has elected to be treated and intends to qualify annually to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not be subject to U.S. federal income taxes on any ordinary income or capital gains that it timely distributes (or is deemed to distribute) at least annually to its stockholders as dividends. The Company will be subject to U.S. federal income tax imposed at corporate rates on any income, including capital gains not distributed (or deemed distributed) to its stockholders.
To qualify as a RIC under subchapter M of the
Code, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify
for taxation as a RIC, the Company generally must distribute to its stockholders on a timely basis each taxable year at least
The Company generally is subject to a nondeductible
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. The Company’s federal tax years 2023, 2024, and 2025 remain subject to examination by the Internal Revenue Service and the State of Delaware.
In March 2024, the Company established the Subsidiary to hold equity or equity-like investments in partnerships. All intercompany balances are eliminated in consolidation, and the Subsidiary is consolidated with the Company for accounting purposes, but the Subsidiary is not consolidated with the Company for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result.
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Although the Company files U.S. federal and state tax returns, its major tax jurisdiction is federal.
Distributions and Components of Net Assets on a Tax Basis
During the six months ended June 30, 2026, the Company declared the following distribution:
| Record Date | Payment Date | Distribution Rate per Share | Distribution Paid | |||||||
| $ | $ | |||||||||
During the six months ended June 30, 2025, the Company declared the following distributions:
| Record Date | Payment Date | Distribution Rate per Share | Distribution Paid | |||||||
| $ | $ | |||||||||
Components of net assets, tax cost, and the tax
status of distributions are determined at year-end.
| As of December 31, 2025 | ||||
| Undistributed ordinary income—net | $ | |||
| Total undistributed earnings | $ | |||
| Capital loss carryforward | ||||
| Perpetual short-term capital loss carryforward | ( | ) | ||
| Timing differences (organizational costs/other) | ( | ) | ||
| Unrealized earnings (losses)—net | ||||
| Total Distributable (Accumulated) Earnings/(Losses) | $ | |||
As of December 31, 2025, the cost of investments
for the Company for tax purposes was $
| As of December 31, 2025 | ||||
| Tax cost | $ | |||
| Gross unrealized appreciation on investments | ||||
| Gross unrealized depreciation on investments | ( | ) | ||
| Total investments at fair value | $ | |||
The difference between U.S. GAAP-basis and tax basis unrealized gains (losses) is attributable primarily to differences in the tax treatment of partnership investments.
During the three and six months ended June 30, 2026, the Company did not reclassify any amounts, as any reclassifications are determined at year-end.
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The difference between the Company’s U.S.
GAAP-basis total distributable (accumulated) earnings/(losses) and its tax basis total distributable (accumulated) earnings/(losses)
as of December 31, 2025 was primarily due to a reclassification of non-deductible fund expenses to additional paid-in capital.
| For the year ended December 31, 2025 | ||||
| Additional paid-in capital | $ | |||
| Total distributable earnings | $ | |||
3. Related Party Transactions
Investment Advisory Agreement
On September 14, 2023, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Company’s investment program and related activities. The advisory fees consist of a management fee and an incentive fee. The costs of both the management fee and the incentive fee are ultimately borne by the Company’s stockholders.
Management Fee
Pursuant to the Investment Advisory Agreement,
the Adviser accrues, on a quarterly basis in arrears, a management fee (the “Management Fee”) at an annual rate of
Pursuant to a fee waiver letter (the “Fee
Waiver Letter”), on December 26, 2025, the Adviser voluntarily agreed to reduce its Management Fee payable from the annual rate
of
On May 1, 2026, pursuant to a new fee waiver
letter (the “New Fee Waiver Letter”), the Adviser voluntarily agreed to extend the terms of the existing Fee Waiver Letter
for the fiscal quarters ended June 30, 2026 and September 30, 2026. Accordingly, the Management Fee payable to the Adviser under the
Investment Advisory Agreement for such quarters will remain at an annual rate of
For the three and six months ended June 30, 2026
and 2025, the Company incurred Management Fees of $
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Incentive Fee
Pursuant to the Investment Advisory Agreement, the Company incurs an incentive fee (the “Incentive Fee”) payable to the Adviser.
The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Company’s income and a portion is based on a percentage of the Company’s capital gains, each as described below.
Incentive Fee Based on Income
The portion of the Incentive Fee based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the Management Fee, fees and expenses payable under the Company’s administration agreement with U.S. Bancorp Fund Services, LLC (“U.S. Bank,” and in such capacity, the “Administrator”) (the “Administration Agreement”), and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee).
Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income Returns,
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 return of
The Company will pay the Adviser an Incentive Fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
| ● | no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.75% per quarter; |
| ● | 100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate until the Adviser has received 12.5% of the total Pre-Incentive Fee Net Investment Income Returns for that calendar quarter (the Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate) as the “catch-up”); and |
| ● | 12.5% of the dollar amount of all Pre-Incentive Fee Net Investment Income Returns, if any, once the Adviser has received the full catch-up. |
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For the three and six months ended June 30, 2026
and 2025, the Company recorded Incentive Fees based on income in the amounts of
Incentive Fee Based on Capital Gains
The second component of the Incentive Fee, the Incentive Fee based on capital gains, is payable at the end of each calendar year in arrears. The amount payable equals:
| ● |
Each year, the fee paid for the Incentive Fee based on capital gains is net of the aggregate amount of any previously paid Incentive Fee based on capital gains for all prior periods. The Company will accrue, but will not pay, an Incentive Fee based on capital gains with respect to unrealized appreciation because an Incentive Fee based on capital gains would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.
For the three and six months ended June 30, 2026
and 2025, the Company recorded Incentive Fees based on capital gains in the amounts of $
If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than an instance in which the Adviser voluntarily terminates the agreement), the Company will pay to the Adviser an Incentive Fee payment in connection with such termination (the “Termination Incentive Fee Payment”). The Termination Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (a) all investments were liquidated for their then-current value (but without taking into account any unrealized appreciation of any investment), and any unamortized deferred investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all the Company’s outstanding liabilities, and (c) the remainder were distributed to stockholders and paid as an Incentive Fee in accordance with the incentive fee calculation methodology, subject to the limitations set forth in Section 205(b)(3) of the Advisers Act. The Company will make the Termination Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated.
The Investment Advisory Agreement was approved for an initial two-year term on September 14, 2023, was most recently renewed for a successive one-year period on July 14, 2026, and will remain in full force and effect for successive one-year periods thereafter, but only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the members of the Board who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company (the “Independent Directors”) and in accordance with the requirements of the 1940 Act, and (b) by a vote of (1) a majority of the Board or (2) a majority of the Company’s outstanding voting securities. The Investment Advisory Agreement may, on 60 days’ written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by the Company (following determination by the Board or by vote of a majority of the Company’s outstanding voting securities), or by the Adviser. The Investment Advisory Agreement shall automatically terminate in the event of its assignment.
Administration Agreement and Fund Accounting Agreement
The Company has entered into the Administration
Agreement with the Administrator, pursuant to which the Administrator provides administrative and recordkeeping services necessary for
the Company to operate. In addition, the Company has entered into a fund accounting servicing agreement (the “Fund Accounting Agreement”)
with U.S. Bank, pursuant to which U.S. Bank provides accounting services with respect to the Company. The Company reimburses U.S. Bank
for all reasonable costs and expenses incurred by U.S. Bank in providing these services, as provided by the Administration Agreement
and Fund Accounting Agreement, respectively. For the three and six months ended June 30, 2026 and 2025, the Company incurred fees of
$
Placement Agent Agreement
The Company has entered into a placement agent
agreement (the “Placement Agent Agreement”) with Muzinich Capital LLC (the “Placement Agent”), pursuant to which
the Placement Agent provides certain services in connection with the Private Offerings. The Placement Agent is an affiliate of the Adviser.
The Company pays all expenses associated with the offering of shares of Common Stock incurred by the Placement Agent as set forth in
the Placement Agent Agreement. For the three and six months ended June 30, 2026 and 2025, the Company incurred fees of
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Resource Sharing Agreement
The Adviser has entered into a resource sharing agreement (the “Resource Sharing Agreement”) with Muzinich & Co., pursuant to which Muzinich & Co. makes certain personnel and resources available to the Adviser so as to enable the Adviser to provide investment advisory services to the Company under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Adviser draws on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring, and operational experience of Muzinich & Co.’s investment professionals. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which, if terminated, may have a material adverse effect on the Company’s operations.
Indemnifications
The Investment Advisory Agreement provides that the Adviser and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s and its affiliates’ services under the Investment Advisory Agreement. However, the Company’s obligation to provide indemnification under the Investment Advisory Agreement is limited by the 1940 Act and 1940 Act Release No. 11330, which, among other things, prohibit the Company from indemnifying any director, officer or other individual from any liability resulting directly from the willful misconduct, bad faith, gross negligence in the performance of duties or reckless disregard of applicable obligations and duties of the directors, officers or other individuals, and require the Company to set forth reasonable and fair means for determining whether indemnification shall be made.
The Company has also entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Company’s directors with the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.
Under the Investment Advisory Agreement, the Adviser has not assumed any responsibility to the Company other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Adviser’s advice or recommendations. Under the Investment Advisory Agreement, the Adviser, its officers, members and personnel, and any person controlling or controlled by the Adviser, will not be liable to the Company, any of its subsidiaries, its directors, its stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Adviser owes to the Company under the Investment Advisory Agreement.
Organizational and Offering Expenses
The Adviser elected to incur the organizational and offering fees associated with the Company through January 19, 2024, on which date the Company became obligated to reimburse the Adviser for such advanced expenses. For each of the three and six months ended June 30, 2026 and 2025, organizational and offering fees were incurred by the Company.
Reimbursement of Certain Expenses
From time to time, Muzinich & Co. pays certain
operating costs on behalf of the Company, which the Company is obligated to reimburse. As of June 30, 2026 and 2025, amounts reimbursable
to Muzinich & Co. totaled $
Shares Held by Affiliated Accounts
As of June 30, 2026, certain entities affiliated
with the Adviser held shares of the Company. Muzinich & Co. held 1 share of the Company, or approximately
As of June 30, 2025, certain entities affiliated
with the Adviser held shares of the Company. Muzinich & Co. held 1 share of the Company, or approximately
Co-Investment Exemptive Order
On May 27, 2026, the SEC issued an exemptive order (the “Exemptive Order”) which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Adviser or its affiliates in certain negotiated transactions where such transactions would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order.
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Investments in Affiliates
Affiliated companies are those that are “affiliated
persons” of the Company, as defined in Section 2(a)(3) of the 1940 Act. They include, among other entities, issuers of which
4. Commitments and Contingencies
As of June 30, 2026, the Company had the following unfunded commitments to provide debt financing to its portfolio companies:
| Expiration Date | As of June 30, 2026 | |||||
| Carolina Center for Autism Services, LLC Delayed Draw Term Loan | ||||||
| Total unfunded commitments | $ | |||||
As of December 31, 2025, the Company had the following unfunded commitments to provide debt financing to its portfolio companies:
| Expiration Date | As of December 31, 2025 | |||||
| Carolina Center for Autism Services, LLC Delayed Draw Term Loan | ||||||
| Total unfunded commitments | $ | |||||
Any such commitments are generally subject to the Company’s discretion to approve or are subject to the satisfaction of certain financial and non-financial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s Consolidated Statements of Assets and Liabilities that are not reflected therein.
As of June 30, 2026, the Company was not subject to any legal proceedings, although the Company may, from time to time, be involved in litigation arising out of operations in the normal course of business or otherwise.
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5. Investments
As of June 30, 2026 and December 31, 2025, the
Company had investments in
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| Corporate Bond Investments | $ | $ | $ | $ | ||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||
| Equity Investments – Preferred Stock | ||||||||||||||||
| Warrants | ||||||||||||||||
| Money Market Funds | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| Industry | June 30, 2026 | December 31, 2025 | ||||||
| Transportation Excluding Air/Rail | % | % | ||||||
| Homebuilders/Real Estate | % | % | ||||||
| Health Care Services | % | % | ||||||
| Diversified Financial Services | % | % | ||||||
| Building Materials | % | % | ||||||
| Services | % | % | ||||||
| Diversified Support Services | % | % | ||||||
| Healthcare | % | % | ||||||
| Containers | % | % | ||||||
| Super Retail | % | % | ||||||
| Consumer Products | % | % | ||||||
| Utilities | % | % | ||||||
| Energy | % | % | ||||||
| Technology | % | % | ||||||
| Airlines | % | % | ||||||
| Publishing/Printing | % | % | ||||||
| Chemicals | % | % | ||||||
| Food/Beverage/Tobacco | % | % | ||||||
| Railroads | % | % | ||||||
| Gaming | % | % | ||||||
| Insurance | % | % | ||||||
| Capital Goods | % | % | ||||||
| Broadcasting | % | % | ||||||
| Telecommunications | % | % | ||||||
| Automotive & Auto Parts | % | % | ||||||
| Metals/Mining | % | % | ||||||
| Cable/Satellite TV | % | % | ||||||
| Transportation Infrastructure | % | % | ||||||
| Collateralized Debt Obligation | % | % | ||||||
| Total | % | % | ||||||
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6. Fair Value of Investments
Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
| Level 1 | — | Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date. | |
| Level 2 | — | Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities. | |
| Level 3 | — | Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. |
The inputs for the determination of fair value may require significant management judgment or estimation and are based upon the Adviser’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach, and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by a disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following tables present the fair value hierarchy of the Company’s investments as of June 30, 2026 and December 31, 2025:
| Fair Value Hierarchy as of June 30, 2026 | ||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Corporate Bond Investments | $ | $ | $ | $ | ||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||
| Short Term Investment - Money Market Funds | ||||||||||||||||
| Warrants | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
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| Fair Value Hierarchy as of December 31, 2025 | ||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Corporate Bond Investments | $ | $ | $ | $ | ||||||||||||
| Senior Secured Loan Debt Investments | ||||||||||||||||
| Equity Investments - Preferred Stock | ||||||||||||||||
| Money Market Funds | ||||||||||||||||
| Warrants | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following tables present changes in the fair value of the Company’s investments for which Level 3 inputs were used to determine the fair value of such investments as of and for the six months ended June 30, 2026 and 2025:
| For the six months
ended June 30, | ||||||||
| Senior Secured Loan Debt Investments | 2026 | 2025 | ||||||
| Fair value, beginning of period | $ | $ | ||||||
| Purchases of investments | ||||||||
| Proceeds from principal pre-payments and sales of investments | ( | ) | ( | ) | ||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized appreciation/(depreciation) | ||||||||
| Net accretion of discount (amortization of discount) on investments | ( | ) | ||||||
| Payment-in-kind interest | ||||||||
| Transfers into (out of) Level 3(1) | ||||||||
| Fair value, end of period | $ | $ | ||||||
| (1) |
| For the six months
ended June 30, | ||||||||
| Equity Investments - Preferred Stock | 2026 | 2025 | ||||||
| Fair value, beginning of period | $ | $ | ||||||
| Purchases of investments | ||||||||
| Proceeds from sales of investments | ||||||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized appreciation/(depreciation) | ||||||||
| Transfers into (out of) Level 3 | ||||||||
| Fair value, end of period | $ | $ | ||||||
| For the six months
ended June 30, | ||||||||
| Warrants | 2026 | 2025 | ||||||
| Fair value, beginning of period | $ | $ | ||||||
| Purchases of investments | ||||||||
| Proceeds from sales of investments | ||||||||
| Net realized gain (loss) | ||||||||
| Net change in unrealized appreciation/(depreciation) | ||||||||
| Transfers into (out of) Level 3 | ||||||||
| Fair value, end of period | $ | $ | ||||||
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The following table presents the net change in unrealized appreciation/(depreciation) of the Company’s investments for the respective periods relating to these Level 3 assets that were still held by the Company as of and for the six months ended June 30, 2026 and 2025:
| For the six months
ended June 30, | ||||||||
| Net Change in Unrealized Appreciation/(Depreciation) | 2026 | 2025 | ||||||
| Senior Secured Loan Debt Investments | $ | $ | ||||||
| Equity Investments - Preferred Stock | ||||||||
| Warrants | ||||||||
| Total | $ | $ | ||||||
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2026 and December 31, 2025. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Adviser’s determination of fair value.
| Fair Value as of June 30, 2026 | Valuation Technique | Unobservable Input | Range/Input | Weighted Average Inputs | ||||||||||||
| Senior Secured Loan Debt Investments (Non-Liquid)(1) | $ | % | % | |||||||||||||
| Senior Secured Loan Investments (Non-Liquid)(1) | $ | |||||||||||||||
| Senior Secured Loan Debt Investments (Non-Liquid)(1) | $ | |||||||||||||||
| Equity Investments - Preferred Stock | $ | |||||||||||||||
| Equity Investments - Preferred Stock | $ | |||||||||||||||
| Equity Investments - Warrants | $ | |||||||||||||||
| Total | $ | |||||||||||||||
| (1) |
| (2) | Based on private transaction price of comparable security. |
| (3) |
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| Fair Value as of December 31, 2025 | Valuation Technique | Unobservable Input | Range/Input | Weighted Average Inputs | ||||||||||||
| Senior Secured Loan Debt Investments (Non-Liquid)(1) | $ | % | % | |||||||||||||
| Equity Investments - Preferred Stock | $ | |||||||||||||||
| Equity Investments - Warrants | $ | |||||||||||||||
| Total | $ | |||||||||||||||
| (1) |
7. Net Assets
Common Stock Issuances
During the six months ended June 30, 2026, the Company had the following Common Stock issuances (exclusive of shares of Common Stock issued under the DRP, as described below):
| Date | Shares issued and sold | Aggregate purchase price | ||||||
| April 1, 2026 | $ | |||||||
During the six months ended June 30, 2025, the Company had the following Common Stock issuances (exclusive of shares of Common Stock issued under the DRP, as described below):
| Date | Shares issued and sold | Aggregate purchase price | ||||||
| January 2, 2025 | $ | |||||||
Distributions
During the six months ended June 30, 2026, the Company declared the following distribution:
| Record Date | Payment Date | Distribution Rate per Share | Distribution Paid | |||||||
| May 8, 2026 | $ | $ | ||||||||
During the six months ended June 30, 2025, the Company declared the following distributions:
| Record Date | Payment Date | Distribution Rate per Share | Distribution Paid | |||||||
| March 21, 2025 | $ | $ | ||||||||
| May 13, 2025 | $ | $ | ||||||||
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Distribution Reinvestment Plan
The Company has adopted the Distribution Reinvestment Plan, pursuant to which it reinvests all cash dividends and other distributions declared by the Board on behalf of stockholders who do not elect to receive their dividends or other distributions in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then stockholders who have not opted out of the DRP will have their cash dividends or other distributions automatically reinvested in additional shares of Common Stock as described below, rather than receiving the cash dividend or other distribution.
No action is required on the part of a registered stockholder to have his, her or its cash dividend or other distribution reinvested in shares of Common Stock. Stockholders can elect to “opt out” of the DRP in their Subscription Agreement or terminate their participation in the DRP under its terms at a later date. If a stockholder elects to opt out of the DRP, it will receive any cash dividends or other distributions the Company declares in cash.
Shares of Common Stock will be issued to each stockholder who participates in the DRP (i) in the event that the applicable Reference NAV (as defined below) has been approved by the Board (or a committee thereof) prior to the payment date of such cash distribution (the “Payment Date”), on the Payment Date or (ii) otherwise, promptly after the date that the Reference NAV has been approved by the Board (or a committee thereof).
The purchase price for shares of Common Stock purchased under the DRP will be determined by dividing the total dollar amount of the distribution payable to a DRP participant by the NAV per share of the Company’s Common Stock as of the last day of the fiscal quarter immediately preceding the date such distribution was declared (the “Reference NAV”); provided that in the event a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the NAV per share of the Company’s Common Stock as of such day.
The following table reflects the shares issued under the DRP to participants during the six months ended June 30, 2026:
| Record Date | Issuance Date | Shares Issued | ||||
| December 27, 2025 | ||||||
| May 8, 2026 | ||||||
The following table reflects the shares issued under the DRP to participants during the six months ended June 30, 2025:
| Record Date | Issuance Date | Shares Issued | ||||
| December 27, 2024 | ||||||
| March 21, 2025 | ||||||
| May 13, 2025 | ||||||
8. Earnings Per Share
In accordance with the provisions of ASC Topic 260, “Earnings per Share” (“ASC 260”), basic and diluted net increase in net assets resulting from operations per common share is computed by dividing the net increase (decrease) in net assets resulting from operations by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact on earnings, are considered when calculating earnings per share on a diluted basis. As of both June 30, 2026 and 2025, there were no dilutive shares.
The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net increase in net assets resulting from operations | $ | $ | $ | $ | ||||||||||||
| Weighted average shares of common stock outstanding—basic and diluted | ||||||||||||||||
| Basic and diluted net increase (decrease) in net assets resulting from operations per common share | $ | $ | $ | $ | ||||||||||||
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9. Consolidated Financial Highlights
The following is a schedule of consolidated financial highlights for the six months ended June 30, 2026 and 2025. The per share data has been derived from information provided in the consolidated financial statements.
| For
the six months ended June 30, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| Per Common Share Operating Performance | ||||||||
| Net Asset Value, Beginning of Period | $ | |||||||
| Results of Operations: | ||||||||
| Net Investment Income/(Loss)(1) | ||||||||
| Net Realized Gains/(Losses) and Unrealized Appreciation/(Depreciation) | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||
| Distributions to Common Stockholders | ||||||||
| Distributions from Net Investment Income | ( | ) | ( | ) | ||||
| Net Decrease in Net Assets Resulting from Distributions | ( | ) | ( | ) | ||||
| Net Asset Value, End of Period | $ | |||||||
| Shares Outstanding, End of Period | ||||||||
| Ratio/Supplemental Data | ||||||||
| Net assets, end of Period | $ | |||||||
| Weighted-average shares outstanding(2) | ||||||||
| Total Return(3) | % | % | ||||||
| Portfolio turnover(4) | % | % | ||||||
| Ratio of total expenses to average net assets with reimbursement(5) | % | % | ||||||
| Ratio of total expenses to average net assets without reimbursement(5) | % | % | ||||||
| Ratio of net investment income/(loss) to average net assets with reimbursement(5) | % | % | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
39
10. Subsequent Events
In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the consolidated financial statements were issued. The Company has determined that there were no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of June 30, 2026, except as disclosed below.
Investment Activity
On July 27, 2026, the Company made an investment
in Aarista, LLC in the form of a term loan with a cost of $
On August 5, 2026, the Company made an investment
in VLNC Infrastructure Inc. in the form of a term loan with a cost of $
On August 11, 2026, the Company made an investment in Prime-Time Specialty Vehicle, LLC in the form of a term loan with a cost of $
Distribution
On August 10, 2026, the Company declared a distribution
of $
24, 2026 to stockholders of record as of August 10, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Unless indicated otherwise, the “Company,” “we,” “us,” and “our” refer to Muzinich Corporate Lending Income Fund, Inc., and the “Adviser” refers to Muzinich Direct Lending Adviser, LLC, an affiliate of Muzinich & Co., Inc. (“Muzinich & Co.” and together with the Adviser and their other affiliates, collectively, “Muzinich”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements are not historical facts and are based on current expectations, estimates, projections, opinions and/or our beliefs and/or those of Muzinich & Co. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. These forward-looking statements include, but are not limited to, information in this Form 10-Q regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. In particular, there are forward-looking statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There may be events in the future, however, that we are not able to predict accurately or control. The factors referenced under “Part II, Item 1A. Risk Factors,” as well as any cautionary language in this Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this Form 10-Q could have a material adverse effect on our business, results of operation and financial position. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
| ● | our future operating results; |
| ● | our business prospects and the prospects of our portfolio companies; |
| ● | risk associated with possible disruptions in our operations or the economy generally, including as a result of ongoing geopolitical conflicts or trade activity, including the imposition of tariffs; |
| ● | changes in the general interest rate environment; |
| ● | general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries; |
| ● | our contractual arrangements and relationships with third parties; |
| ● | actual and potential conflicts of interest with our Adviser and its affiliates; |
| ● | the dependence of our future success on the general economy and its impact on the industries in which we invest; |
| ● | the ability of our portfolio companies to achieve their objectives; |
41
| ● | the use of borrowed money to finance a portion of our investments; |
| ● | the adequacy of our financing sources and working capital; |
| ● | the timing and amount of cash flows, if any, from the operations of our portfolio companies; |
| ● | the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments; |
| ● | the timing and manner in which we conduct an initial public offering (“IPO”) and/or other listing of our shares of common stock, par value $0.001 per share (“Common Stock”) on a national securities exchange (an “Exchange Listing”), if any; |
| ● | the ability of our Adviser and its affiliates to attract and retain highly talented professionals; |
| ● | our ability to qualify and maintain our qualification as a BDC and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); |
| ● | the impact on our business of U.S. and international financial reform legislation, rules and regulations; |
| ● | the effect of changes in tax laws and regulations and interpretations thereof; and |
| ● | the risks, uncertainties and other factors we identify under “Part II, Item 1A. Risk Factors” and elsewhere in this Form 10-Q. |
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those referenced in the section entitled “Item 1A. Risk Factors” in Part II of this Form 10-Q and elsewhere in this Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.
Please note that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act because we are an investment company.
Overview
We were incorporated on July 5, 2023 under the laws of the State of Delaware. We were initially formed with the name Muzinich Direct Lending Income Fund, Inc., which we changed to Muzinich Corporate Lending Income Fund, Inc. on August 25, 2023. We are structured as an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). We have elected to be treated, qualify, and intend to continue to qualify annually as a RIC under subchapter M of the Code for U.S. federal income tax purposes. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
As of June 30, 2026, we had capital commitments from investors in the amount of $99,500,000. As of June 30, 2026, we had equity capital in the amount of $100,052,700. As of June 30, 2025, we had equity capital in the amount of $94,500,000. See “Equity Activity” under “Financial Condition, Liquidity and Capital Resources” below for further details. We anticipate raising additional equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to private offerings (“Private Offerings”) of our Common Stock.
42
Subject to the overall supervision of our board of directors (the “Board” or the “Board of Directors”) and in accordance with the 1940 Act, the Adviser manages our day-to-day operations and provides investment advisory services to us. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and manages our investment activities pursuant to an investment advisory agreement (the “Advisory Agreement”). Additionally, the Adviser has entered into a resource sharing agreement (the “Resource Sharing Agreement”) with Muzinich & Co., pursuant to which Muzinich & Co. makes certain personnel and resources available to the Adviser to provide certain investment advisory services to us under the Advisory Agreement. Under the Advisory Agreement, we pay the Adviser fees for investment management services consisting of a Management Fee and Incentive Fee (each as defined below). See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Compensation of the Adviser” in this Form 10-Q for more information regarding this fee structure.
We have also entered into an administration services agreement (the “Administration Agreement”) with U.S. Bancorp Fund Services, LLC (“U.S. Bank,” and in such capacity, the “Administrator”), pursuant to which the Administrator provides the administrative and recordkeeping services necessary for us to operate. In addition, we have entered into a fund accounting servicing agreement (the “Fund Accounting Agreement”) with U.S. Bank, pursuant to which U.S. Bank provides accounting services to us. We reimburse U.S. Bank for all reasonable costs and expenses incurred by U.S. Bank in providing these services, as provided by the Administration Agreement and Fund Accounting Agreement, respectively.
The Board has ultimate authority as to our investments, but it has delegated authority to the Adviser to select and monitor our investments under the Advisory Agreement, subject to the supervision of the Board. A majority of the Board will at all times consist of members who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”).
Private Offerings and Liquidity Events
We are a non-exchange traded, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares are intended to be sold by the BDC on a continuous basis at a price generally equal to the BDC’s net asset value (“NAV”) per share. We reserve the right to issue shares of our Common Stock at a price above the then-calculated NAV per share based on a variety of factors, including, without limitation, the total amount of our organizational and other expenses (including actual and/or accrued expenses, which may include any estimates thereof). We may not sell any Common Stock below NAV per share, except pursuant to Section 23(b) or Section 63(2) of the 1940 Act.
In our perpetual-life structure, we may, subject to the Adviser’s commercially reasonable judgment and the Board’s sole discretion, offer to repurchase our stockholders’ Common Stock on a quarterly basis beginning in the first full calendar quarter following the second anniversary of the Initial Closing Date (as defined below), but we are not obligated to offer to repurchase Common Stock in any quarter in our discretion. Quarterly repurchases, if any, will be limited to 5% of our Common Stock outstanding (either by number of shares or aggregate NAV), as determined by the Board in its discretion. Any repurchase program will be subject to our available cash, compliance with the RIC qualification and diversification rules, the 1940 Act, and Rule 13e-4 of the Exchange Act. The Board will have discretion to commence, amend, or suspend any share repurchase program if it deems such action to be in the best interests of stockholders. At this time, our Board has not authorized repurchase offers or the commencement of the share repurchase program. We will continue to evaluate the appropriateness of making repurchase offers in light of market conditions and other relevant factors. We believe that our perpetual nature will enable us to execute a patient and opportunistic strategy and be able to invest across different market environments. A perpetual-life structure may reduce the risk of us being a forced seller of assets in market downturns compared to non-perpetual funds.
We have conducted and expect to conduct further Private Offerings of our Common Stock to investors in reliance on exemptions from the registration requirements of the Securities Act. Common Stock will be offered and sold during Private Offerings (i) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, and (ii) outside of the United States in accordance with Regulation S of the Securities Act. Within the United States, shares of Common Stock are being offered solely to investors that are “accredited investors,” as defined in Rule 501(a) of Regulation D.
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We seek to raise equity capital through private placements on a continuous basis through one or more closings (“Closings”) at which we accept funds from investors in connection with such investors’ purchases of shares of Common Stock (the first such Closing, the “Initial Closing,” and each subsequent Closing, a “Subsequent Closing”). The Initial Closing occurred on January 19, 2024 (the “Initial Closing Date”). Each Subsequent Closing will generally occur on a quarterly basis on the first day of each quarter (based on the NAV per share as determined as of the previous day (i.e., the last day of the preceding quarter) or on a date as determined by the Adviser in its sole discretion).
The Board may, in its sole discretion, cause us to conduct a “Liquidity Event,” which is defined as including (1) an IPO or Exchange Listing, or (2) a Sale Transaction. A “Sale Transaction” means (a) the sale of all or substantially all of our assets to, or other liquidity event with, another entity or (b) a transaction or series of transactions, including by way of merger, consolidation, recapitalization, reorganization, or sale of stock, in each case for consideration of either cash and/or publicly listed securities of the acquirer. A Sale Transaction also may include a sale, merger or other transaction with one or more affiliated investment companies managed by the Adviser. We do not anticipate seeking stockholder approval to engage in a Liquidity Event, unless stockholder consent is required by applicable law. The decision to cause us to conduct a Liquidity Event will take into consideration factors such as prevailing market conditions at the time and our portfolio composition. Our ability to commence and consummate a Liquidity Event is not assured, and will depend on a variety of factors, including the size and composition of our portfolio and prevailing market conditions at the time.
Should the Board determine to cause us to conduct a Liquidity Event, each stockholder will be required to cooperate with us and take all actions, execute all documents and provide all consents as may be reasonably necessary or appropriate to consummate a Liquidity Event, it being understood that we may, subject to applicable Delaware law and the 1940 Act and without obtaining the consent of any stockholders, make modifications to our constitutive documents, capital structure and governance arrangements so long as, in the reasonable opinion of the Board, (x) the economic interests of our stockholders are not materially diminished or materially impaired, (y) such modifications are consistent with the requirements applicable to BDCs under the 1940 Act and (z) such modifications are not inconsistent with the provisions set forth in our Private Placement Memorandum.
Upon completion of any Liquidity Event, pre-existing stockholders may also be required to enter into a lock-up agreement with the underwriters of any Liquidity Event or otherwise for a period not to exceed 180 days (or such longer period as may be required or determined to be advisable by the underwriters of the IPO or otherwise based on prevailing market conditions and practice at the time).
Investment Objective and Strategy
Our investment objective is to generate current income and, to a lesser extent, capital appreciation through investments in secured debt, including first lien, second lien and unitranche debt, as well as unsecured debt, including mezzanine debt and, to a lesser extent, in equity instruments of private companies. We intend to invest primarily in privately owned U.S. middle-market companies that require capital for growth, acquisitions, recapitalizations, refinancings and leveraged buyouts. We seek to partner with strong management teams executing long-term growth strategies that have creditworthy businesses. We may also from time to time invest in larger, smaller, or non-U.S. companies. We generally use the term “middle-market” to refer to companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” generally between $3 million and $100 million annually, but will typically target businesses with EBITDA between $3 million and $25 million annually. We use the term “unitranche” to generally refer to debt instruments that combine characteristics of first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans typically include covenants prohibiting or significantly restricting the ability of an issuer to grant liens that would create a security interest senior to the lien created in connection with the unitranche loan. We use the term “mezzanine” to refer to an unsecured loan that typically ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness.
We may seek investment opportunities where we are the sole investor, and also may seek opportunities to invest alongside one or more other investors. We expect to invest in private credit opportunities through primary originations and/or as a participant in so-called “club deals,” and also expect to invest a portion of our assets in more liquid credit investments (as described below). We expect to source our primary origination investments through the Adviser’s and its affiliates’ networks of relationships with financial intermediaries (including local and regional investment banks), private equity investment firms, lawyers, accountants, experienced senior management teams and other middle-market lenders. Our participation in club deals will typically occur on a “one-off” basis (as opposed to participating in all of a lender’s new loan originations) in which a lead agent sources and originates a loan through its relationships with financial sponsors and borrowers and invites a small group of co-lenders to participate in a syndication of that loan. We expect to invest across a number of different industries.
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Under normal circumstances, we will invest at least 80% of our total assets in debt instruments of corporate issuers, including directly originated loans, club deals, broadly syndicated loans (“BSLs”) (investments generally arranged or underwritten by investment banks or other intermediaries), high yield and/or investment grade bonds, structured credit investments (including indebtedness issued by collateralized loan obligation vehicles (“CLOs”)), and other debt-related instruments. The Adviser may, without limitation, lead and structure a transaction with us as sole lender, as the agent of a club deal credit facility, or as a non-agent investor in a large club deal or syndicated transaction. If we change our 80% policy, we will provide stockholders with at least 60 days’ prior notice of such change.
Although we plan to invest primarily in debt instruments of privately owned U.S. middle-market companies, we may invest a portion of our capital opportunistically in other types of investments, such as in debt instruments of foreign companies, large U.S. companies, and publicly held U.S. middle market companies, BSLs, CLOs, securities of other RICs, bridge financings, and/or equity instruments of private companies. The proportion of these types of investments will change over time based on our views on, among other things, the economic and credit environment in which we are operating; however, these types of investments generally will not constitute more than 30% of our total assets. We intend to use open-market secondary purchases to maintain liquidity for our share repurchase program and to manage cash before investing subscription proceeds into origination investments, while also seeking attractive investment returns. Secondary purchases may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, such that 70% of our assets would be qualifying assets.
We co-invest with Muzinich and its affiliates pursuant to an exemptive order from the SEC issued on March 2, 2021 (the “Order”) permitting us to co-invest with certain affiliates. The Board has determined that it is advantageous for us to co-invest with other accounts managed by the Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent limitations, including the terms and conditions set forth in the Order.
ESG Investment Criteria
We avoid investing in companies that Muzinich considers to be fundamentally unsustainable in accordance with (i) certain exclusion criteria and (ii) Muzinich’s proprietary environmental, social and governance (“ESG”) scoring systems. Exclusion criteria are assessed prior to investment, and, in the case of our private debt investments, will be applied only at the time of investment. Information on company conduct or involvement in excluded industries is sourced either from independent ESG data providers or directly from the companies themselves.
Key Components of Our Results of Operations
Investments
Our level of investment activity will vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.
Revenues
We expect to generate revenue in the form of interest income from the debt securities we hold and dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. We expect most of the debt securities we will hold will be floating rate in nature. The debt in which we invest typically is not rated by any rating agency, but if it were, it is likely that such debt would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. and lower than “BBB-” by Fitch Ratings, Inc. or Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc.), which is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. We intend to structure our debt investments with interest payable quarterly, semi-annually or annually, but we may structure certain investments with terms to provide for longer interest payment periods or to allow interest to be paid by adding amounts due to the principal balance of the loan, such as payment-in-kind (“PIK”) interest, resulting in deferred cash receipts. In addition, we may also generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.
Expenses
All investment professionals and staff of the Adviser, when and to the extent engaged in providing us with investment advisory and management services, and the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, is provided and paid for by the Adviser and its affiliates. We bear all other costs and expenses of our operations, administration and transactions, including, without limitation, those described in “Item 1. Business – Fees and Expenses” in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
From time to time, our Adviser or its affiliates may pay amounts owed by us to third-party providers of goods or services. We will subsequently reimburse our Adviser or its affiliates, as applicable, for such amounts paid on our behalf. There is no contractual cap on the amount of reasonable costs and expenses for which our Adviser will be reimbursed.
We may also enter into a credit facility or other debt arrangements to partially fund our operations, and could incur costs and expenses, including commitment, origination, legal and/or structuring fees and the related interest costs, associated with any amounts borrowed.
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Portfolio Composition and Investment Activity
As of June 30, 2026, we had 63 debt investments, four equity investments, and two warrant investments across 70 portfolio companies, along with one money market fund investment, with an aggregate fair value of approximately $102.4 million. As of June 30, 2025, we had 54 debt investments, three equity investments and one warrant investment across 54 portfolio companies with an aggregate fair value of approximately $78.2 million. As of both June 30, 2026 and 2025, our debt investments consisted of corporate bonds and senior secured loans (excluding short-term investments).
Our investment activity for the six months ended June 30, 2026 and 2025 is presented below (information presented herein is at cost unless otherwise indicated).
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| New investments: | ||||||||
| Gross investment purchases | $ | 72,211,147 | 21,866,643 | |||||
| Less: sold investments | (57,076,201 | ) | (27,508,386 | ) | ||||
| Total new investments | 15,134,946 | $ | (5,641,743 | ) | ||||
| Principal/par/unit amount of investments funded: | ||||||||
| Corporate bond investments | 10,475,258 | $ | 3,450,255 | |||||
| Senior secured loan debt investments | 9,324,367 | $ | 15,944,429 | |||||
| Equity investments | $ | 648,000 | $ | 984,960 | ||||
| Number of new investment commitments | 21 | 7 | ||||||
| Average new investment commitment amount | 3,438,626 | $ | 2,724,228 | |||||
| Weighted average maturity for new investment commitments | 5.3 Years | 5.1 Years | ||||||
| Percentage of new debt investment commitments at floating rates | 45 | % | 43 | % | ||||
| Percentage of new debt investment commitments at fixed rates | 55 | % | 57 | % | ||||
| Weighted average spread Secured Overnight Financing Rate of new floating rate investment commitments | 6.38 | % | 2.81 | % | ||||
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As of June 30, 2026 and December 31, 2025, our investments consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| Corporate Bond Investments | $ | 29,355,860 | $ | 29,520,346 | $ | 40,723,252 | $ | 41,486,860 | ||||||||
| Senior Secured Loan Debt Investments | 54,217,373 | 54,608,546 | 42,778,592 | 43,344,626 | ||||||||||||
| Equity Investments - Preferred Stock | 3,779,028 | 3,938,257 | 3,131,028 | 3,197,792 | ||||||||||||
| Warrants | - | 256,052 | - | 8,102 | ||||||||||||
| Money Market Funds | 14,045,778 | 14,045,778 | 6,217,008 | 6,217,008 | ||||||||||||
| Total Investments | $ | 101,398,039 | $ | 102,368,979 | $ | 92,849,880 | $ | 94,254,388 | ||||||||
The Adviser believes that actively managing an investment allows it to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser monitors our portfolio with a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and to help ensure a successful exit, the Adviser works closely with, as applicable, the lead equity sponsor, portfolio company management, consultants, advisers and other security holders to discuss financial positions, compliance with covenants, financial requirements and execution of the portfolio company’s business plan. In addition, the Adviser’s personnel may occupy a seat or serve as an observer on a portfolio company’s board of directors or similar governing body.
Typically, the Adviser will receive financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics on a quarterly basis from portfolio companies. The Adviser uses this data, combined with knowledge gained through due diligence of the portfolio company’s customers, suppliers and competitors, as well as market research and other methods, to conduct an ongoing assessment of the portfolio company’s operating performance and prospects.
Results of Operations
The following table presents our operating results for the three and six months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Total investment income | $ | 2,221,823 | $ | 2,010,557 | $ | 4,110,708 | $ | 3,844,261 | ||||||||
| Total net expenses | 565,926 | 681,737 | 1,019,433 | 1,299,662 | ||||||||||||
| Net investment income | 1,655,897 | 1,328,820 | 3,091,275 | 2,544,599 | ||||||||||||
| Total net realized gains (losses) | 72,507 | (93,466 | ) | 97,928 | (57,033 | ) | ||||||||||
| Total net change in unrealized appreciation/(depreciation) | 591,387 | 481,875 | (433,568 | ) | 766,976 | |||||||||||
| Total net realized gains (losses) and unrealized appreciation/(depreciation) | 663,894 | 388,409 | (335,640 | ) | 709,943 | |||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 2,319,791 | $ | 1,717,229 | $ | 2,755,635 | $ | 3,254,542 | ||||||||
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Net increase (decrease) in net assets resulting from operations increased from $1,717,229 for the three months ended June 30, 2025 to $2,319,791 for the three months ended June 30, 2026, primarily related to an increase in investment income. Net increase (decrease) in net assets resulting from operations decreased from $3,254,542 for the six months ended June 30, 2025 to $2,755,635 for the six months ended June 30, 2026, primarily reflecting unrealized depreciation attributable to valuation markdown on select portfolio companies.
Investment Income
The following table presents our investment income for the three and six months ended June 30, 2026 and 2025:
| For
the Three Months Ended June 30, |
For
the Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Interest income from non-controlled/non-affiliated investments and cash equivalents | $ | 2,149,134 | $ | 1,991,432 | $ | 3,965,187 | $ | 3,788,437 | |||||||
| Income from payment-in-kind interest | 72,689 | 19,125 | 145,521 | 55,824 | |||||||||||
| Total investment income | $ | 2,221,823 | $ | 2,010,557 | $ | 4,110,708 | $ | 3,844,261 | |||||||
Investment income increased from $2,010,557 and $3,844,261 for the three and six months ended June 30, 2025 to $2,221,823 and $4,110,708 for the three and six months ended June 30, 2026, primarily reflecting higher income generated from portfolio growth.
Expenses
Operating expenses for the three and six months ended June 30, 2026 and 2025 were as follows:
| For
the Three Months Ended June 30, |
For
the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Management fees | $ | 301,905 | $ | 299,702 | $ | 598,863 | $ | 584,463 | ||||||||
| Other operating expenses | 336,478 | 382,035 | 564,297 | 715,199 | ||||||||||||
| Waiver of management fees | (72,457) | - | (143,727) | - | ||||||||||||
| Total net expenses | $ | 565,926 | $ | 681,737 | $ | 1,019,433 | $ | 1,299,662 | ||||||||
Total net expenses decreased from $681,737 and $1,299,662 for the three and six months ended June 30, 2025 to $565,926 and $1,019,433 for the three and six months ended June 30, 2026, primarily driven by decreases in professional fees, incentive fees, and the addition of a waiver of management fees.
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Financial Condition, Liquidity and Capital Resources
We generate and expect to continue to generate cash from (1) future offerings of our Common Stock or preferred stock, (2) cash flows from operations, and (3) borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so, and to the extent we enter into borrowing arrangements, we will be subject to the 150% asset coverage ratio limitation set forth in Section 61 of the 1940 Act discussed below.
Our primary uses of cash will be for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including payments to the Adviser), (3) debt service of any borrowings and (4) cash distributions to the holders of our Common Stock.
In addition to using proceeds from the Private Offerings to make investments, our expectation is to also borrow funds to make investments. This is known as “leverage” and may cause our financial results to be more volatile than if we had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of our net assets. Under the provisions of the 1940 Act, following approval from our initial stockholder of the reduced asset coverage requirements under Section 61(a)(2) of the 1940 Act, which approval became effective on September 13, 2023, we are currently permitted to issue “senior securities” only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance (e.g., for every $100 of net assets, we may raise $200 from borrowing and issuing senior securities). For purposes of the 1940 Act, “asset coverage” means the ratio of (1) the total assets of a BDC, less all liabilities and indebtedness not represented by senior securities, to (2) the aggregate amount of senior securities representing indebtedness (plus, in the case of senior securities represented by preferred stock, the aggregate involuntary liquidation preference of such BDC’s preferred stock). Under the 1940 Act, any preferred stock we may issue will constitute a “senior security” for purposes of the 150% asset coverage requirement. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities unless we meet the applicable asset coverage ratio requirements at the time of the distribution or repurchase.
In connection with borrowings, our lenders may require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls, thereby allowing the lender to call for capital contributions upon the occurrence of an event of default under such financing arrangement. In addition, the lenders may ask us to comply with affirmative or negative covenants that could have an effect on our operations.
The use of leverage involves significant risks. In addition to the volatility risks discussed above, certain trading practices and transactions, which may include, among others, reverse repurchase agreements and the use of when-issued, delayed delivery or forward commitment transactions, may be considered “borrowings” or involve leverage, and thus are also subject to 1940 Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered “borrowings” for these purposes. Practices and investments that may involve leverage but are not considered to be borrowings are not subject to the asset coverage ratio requirement. These investments may include certain instruments that have embedded leverage, which may increase the risk of loss from such investments, but are not considered to be borrowings.
We may borrow money to purchase assets in order to comply with certain regulatory requirements for RICs, including diversification requirements.
The amount of leverage that we employ will depend on our Adviser’s and the Board’s assessment of market conditions and other factors at the time of any proposed borrowing, and there can be no assurance that we will use leverage or that our leveraging strategy will be successful during any period in which it is employed.
Equity Activity
We have the authority to issue 1,000,000 shares of Common Stock at a $0.001 per share par value. Additionally, we have the authority to issue 15,000 shares of preferred stock at a $0.001 per share par value.
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During the six months ended June 30, 2026, we issued 4,893.52 shares of Common Stock in Private Offerings. During the six months ended June 30, 2025, we issued 2,482.09 shares of Common Stock in Private Offerings.
In conjunction with our formation, we issued and sold one share of Common Stock to Muzinich & Co. for an aggregate purchase price of $1,000. The share of Common Stock was issued and sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act.
Contractual Obligations
As of June 30, 2026, we had the following unfunded commitments to provide debt financing to our portfolio companies:
| Expiration Date | As of June 30, 2026 | |||||
| Carolina Center for Autism Services, LLC Delayed Draw Term Loan | 11/21/2027 | 898,605 | ||||
| Total unfunded commitments | $ | 898,605 | ||||
As of December 31, 2025, we had the following unfunded commitments to provide debt financing to our portfolio companies:
| Expiration Date | As of December 31, 2025 | |||||
| Carolina Center for Autism Services, LLC Delayed Draw Term Loan | 11/21/2026 | 898,605 | ||||
| Total unfunded commitments | $ | 898,605 | ||||
We have entered into certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Adviser, under which the Adviser: determines the securities and other assets that we will purchase, retain or sell; determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; identifies, evaluates and negotiates investments we make and/or the structure thereof (including, without limitation, performing due diligence with respect to any instrument and/or company in which we may invest); buys, sells, exchanges, redeems, holds, converts or otherwise deals with and/or executes transactions with respect to, any kind of security or other property in which we may invest; services and monitors our investments, including, without limitation, by exercising or refraining from exercising any right conveyed by a particular investment to buy, sell, subscribe for, exchange or redeem an investment; exercises or refrains from exercising any governance or ownership right conferred by a particular investment; enters into any foreign exchange and/or derivative transactions; and provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds and/or which the Adviser reasonably considers to be necessary, desirable or incidental to carrying out the services under the Advisory Agreement. Under the Advisory Agreement, we pay the Adviser fees for investment management services consisting of a Management Fee and Incentive Fee (each as defined below). The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of our income and a portion is based on a percentage of our capital gains. See “Compensation of the Adviser” for more information.
In addition, we have entered into the Administration Agreement, pursuant to which the Administrator provides the administrative and recordkeeping services necessary for us to operate. We have also entered into the Fund Accounting Agreement with U.S. Bank, pursuant to which U.S. Bank provides us with accounting services.
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Hedging
We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements should we undertake them, may include the use of futures, options and forward contracts. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.
Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of both June 30, 2026 and 2025, we had no off-balance sheet arrangements.
Discretionary Repurchase Program
We did not effectuate any repurchases of our equity securities during the period covered by this Quarterly Report on Form 10-Q.
We do not intend to list our Common Stock on a securities exchange, and there is no established public trading market for our Common Stock. As a result, investors who purchase our Common Stock may be limited in their ability to sell their shares of Common Stock.
Beginning in the first full calendar quarter following the second anniversary of the Initial Closing Date, and subject to market conditions, the Adviser’s commercially reasonable judgment and the discretion of the Board, we may commence a share repurchase program in which we offer to repurchase, in each quarter, up to 5% of our Common Stock outstanding (either by number of shares or aggregate NAV), as determined by the Board in its discretion, as of the close of the previous calendar quarter. However, our Board may not adopt a share repurchase program at such time, or it may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in our best interest and/or the best interest of our stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us that would outweigh the benefit of the repurchase offer. At this time, our Board has not authorized repurchase offers or the commencement of the share repurchase program. We will continue to evaluate the appropriateness of making repurchase offers in light of market conditions and other relevant factors. Any repurchase offers will be conducted in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares of Common Stock purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares of Common Stock.
Under the share repurchase program, to the extent we offer to repurchase shares of Common Stock in any particular quarter, we expect to repurchase shares of Common Stock using a purchase price equal to the NAV per share as of the applicable valuation date (except in respect of any applicable Early Repurchase Deduction (as defined below), as discussed below). If stockholders tender Common Stock in a repurchase offer with a valuation date that is within the 12-month period following the initial issue date of their tendered Common Stock, we may repurchase such shares of Common Stock subject to an “early repurchase deduction” of 2% of the aggregate NAV of the shares of Common Stock repurchased (the “Early Repurchase Deduction”). Shares of Common Stock 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. We will retain the Early Repurchase Deduction for the benefit of remaining stockholders, and will not pay such amounts to the Adviser.
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We may, from time to time, waive the Early Repurchase Deduction in the following circumstances (subject to the conditions described below):
| ● | repurchases resulting from death, qualifying disability or divorce; |
| ● | in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $100,000 minimum account balance; or |
| ● | due to trade or operational error. |
As set forth above, we may waive the Early Repurchase Deduction in respect of repurchases of Common Stock resulting from the death, qualifying disability (as such term is defined in Section 72(m)(7) of the Code) or divorce of a stockholder who is a natural person, including shares of Common Stock held by such stockholder through a trust or an IRA or other retirement or profit-sharing plan, after (i) in the case of death, receiving written notice from the estate of the stockholder, the recipient of Common Stock 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 stockholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the stockholder became a stockholder of the Company or (iii) in the case of divorce, receiving written notice from the stockholder of the divorce and the stockholder’s instructions to effect a transfer of the shares of Common Stock (through the repurchase of Common Stock by us and the subsequent purchase by the stockholder) to a different account held by the stockholder (including trust or an individual retirement account or other retirement or profit-sharing plan). We must receive the written repurchase request within 12 months after the death of the stockholder or the initial determination of the stockholder’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 stockholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the stockholder. If spouses are joint registered holders of Common Stock, the request to have the Common Stock repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the stockholder 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.
Each stockholder may tender up to all of the shares of Common Stock owned by such stockholder. In the event the aggregated amount of shares of Common Stock tendered by all stockholders exceeds the repurchase offer amount, shares of Common Stock will be repurchased on a pro rata basis. With respect to any such repurchase offer, stockholders tendering shares of Common Stock must do so by a date specified in the notice describing the terms of the repurchase offer. All unsatisfied repurchase requests may be resubmitted in the next quarterly repurchase offer, or upon the recommencement of the share repurchase program, as applicable. We will have no obligation to repurchase Common Stock, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.
We will offer to repurchase Common Stock pursuant to written tenders on such terms and conditions as may be determined by our Board in its complete and absolute discretion unless, in the judgment of the Board, such repurchases would not be in the best interests of our stockholders, would not be fair to the Company or would violate applicable law. There is no assurance that the Board will exercise its discretion to offer to repurchase Common Stock or that there will be sufficient funds available to accommodate all of our stockholders’ requests for repurchase. As a result, we may repurchase less than the full amount of shares of Common Stock that a stockholder requests to have repurchased. If we do not repurchase the full amount of a stockholder’s shares of Common Stock that have been requested to be repurchased, or we determine not to make repurchases of our shares of Common Stock, stockholders will likely not be able to dispose of their shares of Common Stock, even if we under-perform. Any periodic repurchase offers will be subject to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act.
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When the Board determines that the Company will repurchase Common Stock, notice will be provided to stockholders describing the terms of the offer, containing information stockholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Our repurchase offers will use the NAV as of the applicable valuation date, which will not be available until after the expiration of the applicable repurchase offer. Accordingly, stockholders will not know the exact price of shares of Common Stock in the repurchase offer when such stockholder makes its decision whether to tender its shares of Common Stock.
Repurchases of shares of Common Stock from stockholders will be paid in cash within 65 days of the expiration of the applicable repurchase offer, after the determination of the relevant NAV per share is finalized. Repurchases will be effective after receipt and acceptance by the Company of eligible written tenders of shares of Common Stock from stockholders by the applicable repurchase offer deadline. We do not intend to impose any charges in connection with repurchases of shares of Common Stock other than as stated above.
The majority of our assets will consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. We may fund repurchase requests from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds, and although we generally expect to fund distributions from cash flow from operations we have not established any limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our Common Stock is in our best interests as a whole, then we may choose to offer to repurchase fewer shares than described above, or none at all.
In the event that any stockholder fails to maintain a minimum balance of $100,000 of our Common Stock, we may repurchase all of the Common Stock held by that stockholder at the repurchase price in effect on the date we determine that the stockholder has failed to meet the minimum balance, less any Early Repurchase Deduction. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in our NAV. Minimum account repurchases are subject to an Early Repurchase Deduction.
Payment for repurchased shares of Common Stock may require us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser intends to take measures, subject to policies as may be established by our Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares of Common Stock.
Critical Accounting Policies
Valuation of Portfolio Securities
In accordance with procedures adopted by our Board of Directors, the NAV per share of our Common Stock is determined at least quarterly by dividing the value of our total assets minus liabilities by the total number of shares of our Common Stock outstanding. There is no guarantee that the NAV per share will be equal to the offering price of our Common Stock at any Closing, as we reserve the right to issue shares of Common Stock at a price above the then-current NAV per share based on a variety of factors, including, without limitation, the total amount of our organizational and other expenses (including actual and/or accrued expenses, which may include any estimates thereof).
As a BDC, we generally invest in illiquid securities, including debt and equity securities of middle-market companies. A readily available market quotation is not expected to exist for most, if not all, of the investments in our portfolio, and such investments will be valued at fair value as determined in good faith by the Adviser, under the oversight of the Board, in accordance with the valuation policies and procedures approved by the Board (the “Valuation Policy”) and the multi-step valuation process performed each quarter (or more frequently, as appropriate) as described below. The factors that the Adviser may take into account in determining the fair value of our investments generally include, as appropriate, comparisons of financial ratios of the portfolio companies that issued such private equity securities to peer companies that are public, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser considers the pricing indicated by the external event to corroborate or revise the valuation. Under current auditing standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the consolidated financial statements.
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Consistent with Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as our “Valuation Designee,” and the Adviser determines the fair value for investments where market quotations are not readily available in accordance with the Valuation Policy, subject to oversight by the Board, as set forth below:
| 1. | each portfolio company or investment is initially valued by the investment professionals of our Adviser responsible for the portfolio investment and the “Portfolio Committee” of the Adviser; |
| 2. | preliminary valuation conclusions are then documented and discussed with our senior management and that of our Adviser; |
| 3. | at least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm; |
| 4. | in following these approaches, the types of factors that are taken into account in determining the fair value of such investments include, as relevant, but are not limited to: comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earning and discounted cash flow; and the markets in which the portfolio company does business; |
| 5. | the Audit Committee of our Board reviews the valuations of the Adviser on a quarterly basis; and |
| 6. | our Board oversees our valuation process and in support of this oversight the Adviser provides periodic reports to the Board on valuation matters. |
Fair value, as defined under Topic 820 of the Financial Accounting Standards Board’s Accounting Standards Codification, as amended (“ASC 820”), is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. “Inputs” refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of our Adviser. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us at the reporting period date.
Security Transactions, Realized/Unrealized Gains or Losses and Appreciation or Depreciation, and Income Recognition
Security transactions are recorded on a trade-date basis. We measure realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We report changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in our Consolidated Statements of Operations.
PIK Interest
We currently hold PIK investments and expect to hold in the future some investments in our portfolio that contain PIK interest provisions. PIK interest, which is computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in our taxable income, and therefore affects the amount we are required to distribute to our stockholders to maintain our qualification as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the investment on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any accrued and uncollected PIK interest when we determine that the PIK interest is no longer collectible.
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Distributions
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. All dividends and distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare distributions in future periods. During the six months ended June 30, 2026, we declared the following distribution:
| Record Date | Payment Date | Distribution Rate per Share | Distribution Paid | |||||||
| May 8, 2026 | May 20, 2026 | $ | 14.51 | $ | 1,446,626 | |||||
During the six months ended June 30, 2025, we declared the following distributions:
| Record Date | Payment Date | Distribution Rate per Share | Distribution Paid | |||||||
| March 21, 2025 | April 3, 2025 | $ | 3.52 | $ | 331,664 | |||||
| May 13, 2025 | May 20, 2025 | 13.06 | 1,232,669 | |||||||
We have elected to be treated, qualify, and intend to qualify annually to be subject to taxation as a RIC under subchapter M of the Code. To obtain and maintain our ability to be subject to tax as a RIC, we must, among other things, timely distribute to our stockholders at least 90% of the sum of (i) our investment company taxable income for that taxable year as dividends (without regard to the deduction for dividends paid) and (ii) our net tax-exempt income. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each taxable year. However, we may retain certain net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) for reinvestment and, depending upon the level of taxable income earned in a taxable year, we may choose to carry forward taxable income for distribution in the following taxable year. In such a case, we would be subject to U.S. federal income tax and possibly U.S. federal excise tax on such retained amounts. We generally will be required to pay such U.S. federal excise tax if our distributions in respect of a calendar year do not exceed the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses (adjusted for certain ordinary losses) for the one-year period ending on October 31 of the calendar year and (3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. If we retain net capital gains, we may treat such amounts as deemed distributions to our stockholders. In that case, you will be treated as if you had received an actual distribution of the capital gains we retained and then you reinvested the net after-tax proceeds in our Common Stock. In general, you also will be eligible to claim a tax credit (or, in certain circumstances, obtain a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. The distributions we pay to our stockholders in a taxable year may exceed our taxable income for that taxable year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. Please refer to “Certain U.S. Federal Income Tax Consequences” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for further information regarding the tax treatment of our distributions and the tax consequences of our retention of net capital gains.
In addition, we have adopted a DRP, pursuant to which we reinvest all cash dividends and other distributions declared by the Board on behalf of our stockholders who do not elect to receive their dividends or other distributions in cash as provided by the DRP. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, our stockholders who have not opted out of our DRP will have their cash dividends or other distributions automatically reinvested in additional shares of Common Stock as described below, rather than receiving the cash dividend or other distribution.
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No action is required on the part of a registered stockholder to have his, her or its cash dividend or other distribution reinvested in our shares of Common Stock. Stockholders can elect to “opt out” of the DRP in their subscription agreement. If any stockholder initially elects not to participate, they may later become a participant by subsequently completing and executing an enrollment form or any distribution authorization form as may be available from us or any plan administrator we appoint (the “Plan Administrator”). Participation in the DRP will begin with the next distribution payable after acceptance of a participant’s subscription, enrollment or authorization. Shares of Common Stock will be purchased under the DRP as of the first calendar day of the quarter following the record date of the distribution (“Purchase Date”).
If a stockholder seeks to terminate its participation in the DRP, notice of termination must be received by us or the Plan Administrator five business days in advance of the first calendar day of the next quarter in order for a stockholder’s termination to be effective for such quarter. Any transfer of shares of Common Stock by a participant to a non-participant will terminate participation in the DRP with respect to the transferred shares. If a participant elects to tender its shares of Common Stock in full, any shares of Common Stock issued to the participant under the DRP subsequent to the expiration of the tender offer will be considered part of the participant’s prior tender, and participant’s participation in the DRP will be terminated as of the valuation date of the applicable tender offer. Any distributions to be paid to such stockholder on or after such date will be paid in cash on the scheduled distribution payment date.
If a stockholder elects to opt out of the DRP, it will receive any cash dividends or other distributions we declare in cash. We may pay any Plan Administrator fees under the DRP.
The purchase price for shares of Common Stock purchased under our DRP will be determined by dividing the total dollar amount of the distribution payable to a DRP participant by the NAV per share of our Common Stock as of the last day of the fiscal quarter immediately preceding the date such distribution was declared (the “Reference NAV”); provided that in the event a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the NAV per share of our Common Stock as of such day. Shares of Common Stock issued pursuant to our DRP will have the same voting rights as the shares of Common Stock offered pursuant to the Private Offerings.
The following table reflects the shares issued under the DRP to participants during the six months ended June 30, 2026:
| Record Date | Issuance Date | Shares Issued | ||||
| December 27, 2025 | January 16, 2026 | 90.26 | ||||
| May 8, 2026 | May 20, 2026 | 121.35 | ||||
The following table reflects the shares issued under the DRP to participants during the six months ended June 30, 2025:
| Record Date | Issuance Date | Shares Issued | ||||
| December 27, 2024 | January 9, 2025 | 72.6 | ||||
| March 21, 2025 | April 3, 2025 | 28.3 | ||||
| May 13, 2025 | May 20, 2025 | 104.0 | ||||
Compensation of the Adviser
Under the Investment Advisory Agreement, we pay the Adviser fees for investment management services consisting of the Management Fee and the Incentive Fee. The Management Fee and Incentive Fee for any partial quarter will be appropriately prorated (based on the number of days actually elapsed relative to the total number of days in such quarter).
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Management Fee
The management fee (the “Management Fee”) is payable quarterly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable quarter. Such amount shall be appropriately adjusted (based on the number of days actually elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases we make during a calendar quarter. The Management Fee for any partial quarter shall be appropriately prorated (based on the number of days actually elapsed relative to the total number of days in such quarter). For purposes of the Advisory Agreement, net assets means our total assets less liabilities determined on a consolidated basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Pursuant a fee waiver letter (the “Fee Waiver Letter”), on December 26, 2025, the Adviser voluntarily agreed to reduce the Management Fee from the annual rate of 1.25% of the value of our net assets to an annual rate of 0.95% of the value of our net assets for the fiscal quarters ended December 31, 2025 and March 31, 2026. On May 1, 2026, pursuant to a new fee waiver letter (the “New Fee Waiver Letter”), the Adviser voluntarily agreed to extend the terms of the existing Fee Waiver Letter for the fiscal quarters ended June 30, 2026 and September 30, 2026. Accordingly, the Management Fee payable to the Adviser under the Advisory Agreement for such quarters will remain at an annual rate of 0.95% of the value of our net assets, reduced from an annual rate of 1.25% of the value of our net assets as provided in the Advisory Agreement. We will recommence paying the Adviser a Management Fee that complies with the existing terms of the Advisory Agreement on October 1, 2026 unless the Adviser, in its sole discretion, decides to extend the term of the New Fee Waiver Letter.
For the three and six months ended June 30, 2026 and 2025, we incurred Management Fees of $301,905, $598,863, $299,702 and $584,463, respectively. During those periods, the Adviser voluntarily waived $72,457, $143,727, $0, and $0, respectively, of such Management Fees.
Incentive Fee
The incentive fee payable to the Adviser (the “Incentive Fee”) consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.
Incentive Fee Based on Income
The portion based on our income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of our net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the Management Fee, fees and expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee).
Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.75% per quarter.
We pay the Adviser an Incentive Fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
| ● | no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.75% per quarter ; |
| ● | 100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate until the Adviser has received 12.5% of the total Pre-Incentive Fee Net Investment Income Returns for that calendar quarter (we refer to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate) as the “catch-up”); and |
| ● | 12.5% of the dollar amount of all Pre-Incentive Fee Net Investment Income Returns, if any, once the Adviser has received the full catch-up. |
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For the three and six months ended June 30, 2026 and 2025, we recorded Incentive Fees based on income in the amounts of $0, $0, $0 and $0, respectively
Incentive Fee Based on Capital Gains
The second component of the Incentive Fee, the Incentive Fee based on capital gains, is payable at the end of each calendar year in arrears. The amount payable equals:
| ● | 12.5% of cumulative realized capital gains from inception 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 Incentive Fee based on capital gains as calculated in accordance with U.S. GAAP. |
Each year, the fee paid for the Incentive Fee based on capital gains is net of the aggregate amount of any previously paid Incentive Fee based on capital gains for all prior periods. We will accrue, but will not pay, an Incentive Fee based on capital gains with respect to unrealized appreciation because an Incentive Fee based on capital gains would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain.
For the three and six months ended June 30, 2026, and 2025, we recorded capital gains incentive fees of $10,781, $10,781, $47,955 and $78,645, respectively. The capital gains incentive fee is calculated on a cumulative basis and may fluctuate from period to period based on changes in realized and unrealized gains and losses.
In the event the Advisory Agreement is terminated prior to our termination as a company (other than an instance in which the Adviser voluntarily terminates the Advisory Agreement), we will pay to the Adviser an Incentive Fee payment in connection with such termination (the “Termination Incentive Fee Payment”). The Termination Incentive Fee Payment will be calculated as of the date the Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if: (i) all investments were liquidated for their current value (but without taking into account any unrealized appreciation of any investment), and any unamortized deferred investment-related fees would be deemed accelerated; (ii) the proceeds from such liquidation were used to pay all of our outstanding liabilities; and (iii) the remainder were distributed to stockholders and paid as Incentive Fee in accordance with the methodology described above, subject to the limitations set forth in Section 205(b)(3) of the Advisers Act. We will make the Termination Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated.
Subsequent Events
Our management has evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except for the following described below.
Investment Activity
On July 27, 2026, we made an investment in Aarista, LLC in the form of a term loan with a cost of $4,318,493.
On August 5, 2026, we made an investment in VLNC Infrastructure Inc. in the form of a term loan with a cost of $4,010,021.
On August 11, 2026, we made an investment in Prime-Time Specialty Vehicle, LLC in the form of a term loan with a cost of $6,197,037. We also purchased 508,885 common equity shares in Prime-Time Specialty Vehicle, LLC with a cost of $1,221,516.
Distribution
On August 10, 2026, we declared a distribution of $21.061 per share, or $2,102,451, payable on August 24, 2026, to stockholders of record as of August 10, 2026.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. A rise in interest rates would also be expected to lead to higher costs on any outstanding floating rate borrowings, which may reduce our net investment income.
We invest primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith by the Adviser, overseen by the Board, in accordance with our Valuation Policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
Because we expect that most of our investments will bear interest at floating rates, we anticipate that an increase in interest rates would have a corresponding increase in our interest income that would likely offset any increase in our cost of funds and, thus, net investment income would not be reduced. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on our net investment income.
We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
Interest Rate Risk
Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2026, the following table shows the annualized impact on net investment income of hypothetical base rate changes in interest rates (considering interest rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) in thousands.
| Basis Point Change | Interest Income | Interest Expense | Net Income | |||||||||
| -25 Basis Points | $ | (83 | ) | $ | - | $ | (83 | ) | ||||
| Base Interest Rate | — | - | — | |||||||||
| +100 Basis Points | 331 | - | 331 | |||||||||
| +200 Basis Points | 662 | - | 662 | |||||||||
| +300 Basis Points | 993 | - | 993 | |||||||||
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This analysis is indicative of the potential impact on our investment income as of June 30, 2026, assuming an immediate and sustained change in interest rates as noted. However, this analysis does not adjust for potential changes in our portfolio after June 30, 2026, nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of June 30, 2026 (the end of the period covered by this report), our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including, without limitation, proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. The outcome of any legal or regulatory proceedings cannot be predicted with certainty, and there can be no assurance whether any such proceedings, if they occur, will have a material adverse effect on our financial condition or results of operations in any future reporting period.
Item 1A. Risk Factors
You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. Any such risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the value of our securities.
In addition to the other information set forth in this report, you should carefully consider the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 (filed with the SEC on March 27, 2026), which could materially affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Equity Securities
Except as previously reported on our current reports on Form 8-K, we did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three or six months ended June 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
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Item 5. Other Information
| (a) | None |
| (b) | None |
| (c) | During the fiscal quarter ended June 30, 2026, none of our directors or executive officers |
We have
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| 3.1 | Amended and Restated Certificate of Incorporation(1) | |
| 3.2 | Bylaws(1) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended* | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended* | |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
| (1) | Previously filed as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56572) filed with the SEC on September 15, 2023. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Muzinich Corporate Lending Income Fund, Inc. | |||
| Date: August 13, 2026 | By: | /s/ Cheryl Rivkin | |
| Name: | Cheryl Rivkin | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| Date: August 13, 2026 | By: | /s/ Rocco DelGuercio | |
| Name: | Rocco DelGuercio | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial Officer) | |||
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