v3.26.1
Net Assets
 6 Months Ended
Jun. 30, 2026
Investment Company [Abstract]  
Net Assets Net Assets
In connection with its formation, the Company has the authority to issue an unlimited number of Common Shares at $0.01 per share par value. On December 18, 2023, HPS purchased 100 shares of the Company’s Common Shares at $25.00 per share, which were subsequently redeemed on June 30, 2025.
As of April, 8, 2024, the Company had satisfied the minimum offering requirement, and the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 8,827,880 shares at an offering price of $25.00 per share, and the Board authorized the release of $220.7 million to the Company as payment for such shares. Under the terms of the Company’s Declaration of Trust, all Common Shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable.

As of July 1, 2025, in reliance upon exemptive relief issued to the Company by the SEC, all of the Company’s outstanding Common Shares were converted into three separate classes: Class I Common Shares, Class D Common Shares and Class S Common Shares. All outstanding Common Shares immediately prior to the Share Class Conversion were subject to the same shareholder servicing and/or distribution fee as that applicable to the Class D Common Shares. Accordingly, for all periods prior to July 1, 2025, all share class activity for the existing Common Shares are presented under Class D Common Shares.

Until the release of proceeds from escrow, the per share purchase price for Common Shares in the Private Offering was $25.00 per share. Thereafter, the purchase price per share equals the NAV per share, as of the effective date of the monthly share purchase date. The Managing Dealer will use its best efforts to sell shares but is not obligated to purchase or sell any specific amount of shares in the Private Offering.

The following table summarizes transactions in Common Shares during the three and six months ended June 30, 2026:

Three Months Ended June 30, 2026
Six Months Ended June 30, 2026
SharesAmountSharesAmount
CLASS I
Subscriptions380,483 $10,237 906,601 $24,477 
Share transfers between classes— — — — 
Distributions reinvested114,686 3,085 250,943 6,773 
Share repurchases(628,891)(16,923)(874,866)(23,535)
Early repurchase deduction— 11— 19
Net increase (decrease)(133,722)$(3,590)282,678 $7,734 
CLASS D
Subscriptions1,580,541 $42,543 4,048,283 $109,251 
Share transfers between classes— — — — 
Distributions reinvested582,084 15,661 1,324,205 35,746 
Share repurchases(1,652,091)(44,458)(2,484,680)(66,838)
Early repurchase deduction— 34— 60
Net increase (decrease)510,534 $13,780 2,887,808 $78,219 
CLASS S
Subscriptions— $— — $— 
Share transfers between classes— — — — 
Distributions reinvested— — — — 
Share repurchases— — — — 
Early repurchase deduction— 0— 0
Net increase (decrease)— $— — $— 
Total net increase (decrease)376,812 $10,190 3,170,486 $85,953 
The following table summarizes transactions in Common Shares during the three and six months ended June 30, 2025:

Three Months Ended June 30, 2025
Six Months Ended June 30, 2025
SharesAmountSharesAmount
CLASS D
Subscriptions5,927,739 $155,683 11,101,163 $290,831 
Distributions reinvested351,310 9,211 1,004,789 26,195 
Share repurchases(405,989)(10,734)(405,989)(10,734)
Early repurchase deduction— — — — 
Net increase (decrease)5,873,060 $154,160 11,699,963 $306,292 

Net Asset Value per Share and Offering Price

The Company determines NAV for its shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV).

Distributions

The Company declares monthly distribution amounts per share of Class I Common Shares, Class D Common Shares and Class S Common Shares payable monthly in arrears. The record date for each distribution was the last calendar date of the month in which such distribution was declared. The following tables present distributions that were declared during the six months ended June 30, 2026:

Class I
Declaration DatePayment DateBase Distribution Per ShareSpecial Distribution
Per Share		Total Distribution
Per Share		Distribution Amount
January 27, 2026February 27, 2026$0.1390 $— $0.1390 $1,624 
February 27, 2026March 31, 20260.1390 — 0.1390 1,654 
March 26, 2026April 29, 20260.1390 — 0.1390 1,675 
March 26, 2026April 30, 2026— 0.1600 0.1600 1,929 
April 24, 2026May 29, 20260.1390 — 0.1390 1,676 
May 27, 2026June 30, 20260.1390 — 0.1390 1,702 
June 23, 2026July 30, 20260.1390 — 0.1390 1,710 
June 23, 2026July 31, 2026— 0.1100 0.1100 1,353 
Total$0.8340 $0.2700 $1.1040 $13,323 

Class D
Declaration DatePayment Date
Base Distribution Per Share(1)
Special Distribution
Per Share		Total Distribution
Per Share		Distribution Amount
January 27, 2026February 27, 2026$0.1333 $— $0.1333 $4,760 
February 27, 2026March 31, 20260.1338 — 0.1338 4,847 
March 26, 2026April 29, 20260.1333 — 0.1333 5,054 
March 26, 2026April 30, 2026— 0.1600 0.1600 6,066 
April 24, 2026May 29, 20260.1335 — 0.1335 5,047 
May 27, 2026June 30, 20260.1333 — 0.1333 5,134 
June 23, 2026July 30, 20260.1335 — 0.1335 5,239 
June 23, 2026July 31, 2026— 0.1100 0.1100 4,317 
Total$0.8007 $0.2700 $1.0707 $40,464 
Class S
Declaration DatePayment Date
Base Distribution Per Share(1)
Special Distribution
Per Share		Total Distribution
Per Share		Distribution Amount
January 27, 2026February 27, 2026$0.1195 $— $0.1195 $0 
February 27, 2026March 31, 20260.1213 — 0.1213 0 
March 26, 2026April 29, 20260.1195 — 0.1195 0 
March 26, 2026April 30, 2026— 0.1600 0.1600 0 
April 24, 2026May 29, 20260.1202 — 0.1202 0 
May 27, 2026June 30, 20260.1196 — 0.1196 0 
June 23, 2026July 30, 20260.1202 — 0.1202 0 
June 23, 2026July 31, 2026— 0.1100 0.1100 0 
Total$0.7203 $0.2700 $0.9903 $0 

(1)Base distributions per share are net of shareholder servicing and/or distribution fees.

The following table presents distributions that were declared during the six months ended June 30, 2025:

Class D
Declaration DatePayment Date
Base Distribution Per Share(1)
Special Distribution
Per Share		Total Distribution
Per Share		Distribution Amount
January 29, 2025April 30, 2025$0.1340 $— $0.1340 $3,620 
February 26, 2025April 30, 20250.1340 — 0.1340 3,777 
March 27, 2025April 28, 20250.1340 — 0.1340 4,142 
March 27, 2025April 30, 2025— 0.1000 0.1000 3,091 
April 25, 2025July 31, 20250.1326 — 0.1326 4,562 
May 28, 2025July 31, 20250.1324 — 0.1324 4,814 
June 24, 2025July 29, 20250.1326 — 0.1326 4,931 
June 24, 2025July 31, 2025— 0.1500 0.1500 5,579 
Total$0.7996 $0.2500 $1.0496 $34,516 

(1)Base distributions per share are net of shareholder servicing and/or distribution fees. The Managing Dealer agreed to waive the shareholder servicing and/or distribution fee from the Initial Closing through March 31, 2025.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash distributions declared by the Company on behalf of the Company’s shareholders who do not elect to receive their distributions in cash as provided below. As a result, if the Company declares a cash distribution, then shareholders who have not opted out of the Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

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

Historically, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide
expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the six months ended June 30, 2026:

Class IClass DClass S
Source of DistributionPer ShareAmountPer ShareAmountPer ShareAmount
Net investment income$1.1040 $13,323 $1.0707 $40,464 $0.9903 $0 
Net realized gains— — — — — — 
Total$1.1040 $13,323 $1.0707 $40,464 $0.9903 $0 

The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the six months ended June 30, 2025:

Class D
Source of DistributionPer ShareAmount
Net investment income$1.0496 $34,516 
Net realized gains— — 
Total$1.0496 $34,516 

Share Repurchase Program

The Company has commenced a share repurchase program in which the Company intends to repurchase, in each quarter, up to 5% of the Company’s Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Company’s Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Company’s best interest and the best interest of the Company’s shareholders. As a result, share repurchases may not be available each quarter.

The Company expects to repurchase shares pursuant to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of the applicable NAV per share (the “Early Repurchase Deduction”). The one year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at the Company’s discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. The Company intends to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

The following tables summarize the share repurchases completed during the six months ended June 30, 2026 and 2025:

Repurchase Request Deadline
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing Date
Amount Repurchased(2)
Number of Shares Repurchased
Percentage of Outstanding Shares Repurchased(1)
March 3, 20265.00 %March 31, 2026$28,992 1,078,563 2.34 %
June 8, 20265.00 %June 30, 2026$61,381 2,280,983 4.67 %
Repurchase Request Deadline
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing Date
Amount Repurchased(2)
Number of Shares Repurchased
Percentage of Outstanding Shares Repurchased(1)
March 4, 20255.00 %March 31, 2025$— — — %
May 30, 20255.00 %June 30, 2025$10,734 405,989 1.31 %

(1)Percentage is based on total outstanding shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.
(2)Amounts not inclusive of Early Repurchase Deduction, if applicable.