UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State of Incorporation)
(Address of principal executive offices)
(I.R.S. Employer Identification No.)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on which |
None | None | None |
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
☒ | Smaller reporting company | ||||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The issuer had
Stone Point Credit Income Fund - Select
Form 10-Q for the Quarter Ended June 30, 2026
Table of Contents
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements
Stone Point Credit Income Fund - Select
Statement of Assets and Liabilities
| June 30, 2026 | | December 31, 2025 | |||
(Unaudited) | (Unaudited) | |||||
Assets: |
| | | |||
Cash and cash equivalents | $ | | $ | | ||
Deferred offering expenses | | | ||||
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| | |||
Total assets | $ | | $ | | ||
Liabilities: |
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Organizational and offering expenses payable | $ | | $ | | ||
Professional fees payable |
| |
| | ||
Board of Trustees fees payable | | | ||||
Due to Adviser | | | ||||
Total liabilities | $ | | $ | | ||
Commitments and Contingencies (Note 5) | $ | $ | ||||
Net Assets: |
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Common shares of beneficial interest, $ | $ | $ | | |||
Additional paid-in capital |
| |
| | ||
Total net assets |
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Total liabilities and net assets | | | ||||
Net asset value per common share of beneficial interest | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited financial statements.
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Stone Point Credit Income Fund - Select
Statement of Operations
| Three Months | | Six Months | |||
Ended | Ended | |||||
June 30, 2026 | June 30, 2026 | |||||
(Unaudited) | (Unaudited)(1) | |||||
Income: | ||||||
Interest income from cash and cash equivalents | $ | | $ | | ||
Total income | $ | | $ | | ||
Expenses: |
| |
| | ||
Organizational expenses (Note 4) | $ | — | $ | | ||
Trustees fees |
| |
| | ||
Professional fees |
| |
| | ||
Total expenses | $ | | $ | | ||
Expense support reimbursement |
| ( |
| ( | ||
Net Investment Income (Loss) | $ | — | $ | — | ||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | — | $ | — | ||
| (1) |
The accompanying notes are an integral part of these unaudited financial statements.
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Stone Point Credit Income Fund - Select
Statement of Changes in Net Assets
| Three Months | | Six Months | |||
Ended | Ended | |||||
June 30, 2026 | June 30, 2026 | |||||
(Unaudited)(1) | (Unaudited)(1) | |||||
Increase (decrease) in net assets resulting from operations: |
| |
| | ||
Net investment income (loss) | $ | — | $ | — | ||
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 shareholder distributions: |
| |
| | ||
Shares distributed pursuant to dividend reinvestment plan |
| — |
| — | ||
Distributions to shareholders |
| — |
| — | ||
Net decrease in net assets resulting from shareholder distributions |
| — |
| — | ||
Increase in net assets resulting from capital share transactions: |
| |
| | ||
Issuance of Shares pursuant to dividend reinvestment plan |
| — |
| — | ||
Issuance of Shares |
| — |
| — | ||
Net increase in net assets resulting from capital share transactions |
| — |
| — | ||
Total increase in net assets |
| |
| | ||
Net assets, beginning of period |
| |
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Net assets, end of period | $ | | $ | | ||
Net asset value per share | $ | | $ | | ||
Shares outstanding at the end of the period |
| |
| | ||
| (1) |
The accompanying notes are an integral part of these unaudited financial statements.
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Stone Point Credit Income Fund - Select
Statement of Cash Flows
| Six Months Ended | ||
June 30, 2026 | |||
(Unaudited)(1) | |||
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 used in operating activities: |
| | |
Changes in operating assets and liabilities: |
| | |
Expense support receivable |
| ( | |
Organizational and offering expenses payable |
| | |
Trustees fees payable |
| | |
Professional fees payable |
| | |
Due to Adviser | | ||
Net cash provided by operating activities |
| | |
Net increase (decrease) in cash and cash equivalents |
| | |
Cash and cash equivalents, beginning of period |
| | |
Cash and cash equivalents, end of period | $ | | |
| (1) |
The accompanying notes are an integral part of these unaudited financial statements.
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Stone Point Credit Income Fund - Select
Notes to Financial Statements
June 30, 2026
(Unaudited)
Note 1.Organization
Organization
Stone Point Credit Income Fund - Select (the “Fund”) is a Delaware statutory trust formed on June 13, 2025 (“Inception”). The Fund has not commenced operations as of June 30, 2026. The Fund has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Fund intends to elect to be treated, and to qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Fund is managed by Stone Point Credit Income Adviser LLC (the “Adviser”). The Adviser is a Delaware limited liability company that is registered with the Securities Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the supervision of the Fund’s board of trustees (the “Board”), the Adviser manages the day-to-day operations of the Fund and provides the Fund with investment advisory and management services. The Adviser is an affiliate of Stone Point Capital LLC (“Stone Point Capital” and together with its credit-focused affiliates, as applicable, “Stone Point Credit”), which is an alternative investment management platform specializing in investments within the global financial services industry and related sectors, as defined and determined by the Adviser.
Since Inception, the Fund has incurred costs relating to its organization and the offering of the Fund’s common shares of beneficial interest (the “Shares”).
The Fund’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Fund intends to invest primarily in senior secured loans, including first lien, second lien and unitranche loans, or unsecured loans and, to a lesser extent, subordinated loans, mezzanine loans, notes, senior secured bonds, unsecured bonds and equity-related securities including warrants, preferred shares and similar forms of senior equity, which may or may not be convertible into common equity. The Fund may invest without limit in originated or syndicated debt. Under normal market conditions, the Fund intends to generally invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments, as described below, that are issued in private offerings or issued by private companies) (the “80% Policy”). If the Fund changes the 80% Policy, the Fund will provide shareholders with at least 60 days’ notice of such change. Under normal circumstances, the Fund expects that the majority of its portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through private credit.
Note 2.Summary of Significant Accounting Policies
Basis of Presentation
Interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, they may not include all information and notes required by U.S. GAAP for annual financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2026.
The accompanying financial statements include the accounts of the Fund. References to the “Fund,” “we,” and “us” herein refer the Fund, except where context is otherwise required. The Fund is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies. The Fund’s fiscal year ends on December 31. The functional currency of the Fund is U.S. dollars.
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Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates, and such differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents consist of deposits in a money market account and demand deposits held at a custodian bank. Cash and cash equivalents are carried at cost, which approximates fair value. The Fund’s deposits may, at times, exceed the insured limits under applicable law. The Fund’s deposits in money market funds are considered Level 1 securities within the fair value hierarchy.
Net Asset Value per Common Share
In accordance with U.S. GAAP, the net asset value (“NAV”) per Share of the outstanding Shares is determined at least quarterly by dividing the value of total assets minus liabilities by the total number of Shares outstanding.
Organizational Expenses and Offering Costs
The Fund will bear expenses relating to the organization of the Fund and the private placement of the Fund’s Shares. Organizational expenses include, without limitation, legal fees related to the creation and organization of the Fund, its related documents of organization and its election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting, printing and other offering costs including those associated with the preparation of the Fund’s registration statement on Form 10 and any other registration statement in connection with any subsequent offering of Shares. Organizational costs to establish the Fund are expensed as incurred. Offering costs in connection with the offering of Shares are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of investment operations, which has not yet occurred.
Income Taxes
The Fund intends to elect to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. So long as the Fund maintains its tax treatment as a RIC, it generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to shareholders as dividends. To qualify as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of the Fund’s “investment company taxable income,” which is generally the Fund’s net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing its 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. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were
Segment Reporting
In accordance with ASC Topic 280, Segment Reporting (“ASC Topic 280”), the Fund has determined that it has a operating and reporting segment. As a result, the Fund’s segment accounting policies are the same as described herein and the Fund does not have any intra-segment sales and transfers of assets.
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The Fund’s investment objective is to generate both current income and, to a lesser extent, capital appreciation through its investments. The chief operating decision maker (“CODM”) is comprised of the Fund’s chairman, president, chief financial officer, and chief compliance officer. The CODM assesses the performance and makes decisions of the Fund on a consolidated basis primarily based on the Fund’s net increase in shareholders’ equity resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of distributions to be distributed to the Fund’s shareholders. As the Fund’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Statement of Assets and Liabilities as “total assets” and the significant segment expenses are listed on the accompanying Statement of Operations.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 2200-40)”, 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 periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Fund is currently assessing the impact of the guidance but does not expect it will have a material impact on its financial statements.
In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20)”, which clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Fund has adopted ASU 2024-04 for fiscal year 2026 and concluded that the application of this guidance does not have a material impact on its financial statements.
Other than the aforementioned guidance, the Fund’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Note 3.Agreements and Related Party Transactions
Investment Advisory Agreement
Subject to the overall supervision of the Board and in accordance with the 1940 Act, the Adviser manages the Fund’s day-to-day operations and provides investment advisory services to the Fund. Under the terms of the investment advisory agreement between the Fund and the Adviser (the “Investment Advisory Agreement”), the Adviser:
| ● | determines the composition and allocation of the Fund’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes; |
| ● | identifies, evaluates and negotiates the structure of the investments made by the Fund; |
| ● | performs due diligence on prospective portfolio companies; |
| ● | executes, closes, services and monitors the Fund’s investments; |
| ● | determines the securities and other assets that the Fund shall purchase, retain or sell; |
| ● | arranges financings and borrowing facilities for the Fund; |
| ● | provides the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its funds; and |
| ● | to the extent permitted under the 1940 Act and the Advisers Act, on the Fund’s behalf, and in coordination with any sub-adviser and any administrator, provides significant managerial assistance to those portfolio companies to which the Fund is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Fund’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. |
9
Under the Investment Advisory Agreement, the Fund will pay the Adviser fees for investment management services consisting of the Management Fee and the Incentive Fee, each as defined below. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is generally free to furnish services to other entities so long as its performance under the Investment Advisory Agreement is not adversely affected.
Management Fee
The Fund will pay to the Adviser an asset-based fee for management services in an amount equal to an annual rate of
The Management Fee will begin to accrue from the date on which the Fund makes its first investment (the “Commencement Date”). For periods ending on or prior to January 31, 2028, the Management Fee shall be calculated at an annual rate of
For the three and six months ended June 30, 2026, the Fund did
Incentive Fee
The Fund will pay to the Adviser an incentive fee (“Incentive Fee”) as set forth below. Beginning on February 1, 2026 (the “Incentive Fee Commencement Date”), the Fund shall pay the Adviser an Incentive Fee. The Incentive Fee will consist of
Investment Income Incentive Fee
The Investment Income Incentive Fee will be calculated and payable on a quarterly basis, in arrears.
For the periods ending on or prior to the second anniversary of the Incentive Fee Commencement Date, the Investment Income Incentive Fee will be calculated and payable on a quarterly basis, in arrears, and will equal
| ● | no Investment Income Incentive Fee based on pre-incentive fee net investment income in any calendar quarter in which the Fund’s pre-incentive fee net investment income does not exceed the Hurdle Rate; |
| ● |
| ● |
For periods ending after the second anniversary of the Incentive Fee Commencement Date, the Investment Income Incentive Fee will be calculated and payable on a quarterly basis, in arrears, and will equal
| ● | no Investment Income Incentive Fee based on pre-incentive fee net investment income in any calendar quarter in which the Fund’s pre-incentive fee net investment income does not exceed the Hurdle Rate; |
10
| ● |
| ● |
For purposes of calculating the Investment Income Incentive Fee, “pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Management Fee, expenses payable to the Administrator (as defined below) under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred shares (if any), but excluding (x) the Incentive Fee and (y) any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not obligated to return to the Fund the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash.
For the three and six months ended June 30, 2026, the Fund did
Capital Gains Incentive Fee
The Capital Gains Incentive Fee is payable in cash at the end of each calendar year in arrears on or after the Incentive Fee Commencement Date or upon the termination of the Investment Advisory Agreement, to the extent it is terminated after the Incentive Fee Commencement Date. The Capital Gains Incentive Fee is calculated as follows:
| ● | For calendar years ending on or prior to the second anniversary of the Incentive Fee Commencement Date, the Capital Gains Incentive Fee shall be an amount equal to |
| ● | For calendar years ending after the second anniversary of the Incentive Fee Commencement Date, the Capital Gains Incentive Fee shall be an amount equal to |
For purposes of computing the Investment Income Incentive Fee and the Capital Gains Incentive Fee, the calculation methodology will look through derivative financial instruments or swaps as if the Fund owned the reference assets directly. Capital Gains Incentive Fees are computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the Incentive Fee Commencement Date. Realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the Capital Gains Incentive Fee. With respect to the calculation of quarterly Pre-Incentive Fee Net Investment Income for purposes of calculating the Investment Income Incentive Fee, net interest, if any, associated with a derivative or swap (which is defined as the difference between (i) the interest income and transaction fees received in respect of the reference assets of the derivative or swap and (ii) all interest and other expenses paid by us to the derivative or swap counterparty) will be included in calculating the Investment Income Incentive Fee. The notional value of any such derivatives or swaps is not used for these purposes. With respect to the calculation of the Capital Gains Incentive Fee, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative or swap, will be included on a cumulative basis in calculating the Capital Gains Incentive Fee.
In no event will the Capital Gains Incentive Fee payable pursuant to the Investment Advisory Agreement exceed the amount permitted by the Advisers Act, including Section 205 thereof.
For the three and six months ended June 30, 2026, the Fund did
11
Administration Agreement
The Fund has entered into an Administration Agreement, pursuant to which the Adviser serves as the Fund’s administrator (in such capacity, the “Administrator”) and provides the administrative services necessary for the Fund to operate. The Fund utilizes the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator oversees the Fund’s public reporting requirements and tax reporting and monitors the Fund’s expenses and the performance of professional services rendered to the Fund by others. The Fund reimburses the Administrator for its costs and expenses, which may include an allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including compensation paid to or compensatory distributions received by the Fund’s officers (including its Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to the Fund, operations staff who provide services to the Fund, and internal audit staff. The Fund’s allocable portion of overhead will be determined by the Administrator, which will use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Fund, and will be subject to oversight by the Board. The Administrator may elect to waive certain charges that would have otherwise been eligible for reimbursement under the terms of the Administration Agreement which will not be subject to recoupment.
For the three and six months ended June 30, 2026, the Fund recorded $
The Fund reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement. In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the compensation of certain of the Company’s officers, including the Company’s Chief Financial Officer, Chief Compliance Officer and any support staff. The Adviser can waive any amounts owed to it under the Administration Agreement, at its discretion.
For the three and six months ended June 30, 2026, the Adviser incurred or paid expenses on behalf of the Fund of $
Expense Support and Conditional Reimbursement Agreement
The Fund entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser on June 30, 2025. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of the Fund’s Other Operating Expenses (defined below) that exceed
“Other Operating Expenses” means the Fund’s total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Fund’s allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement).
Any Required Expense Payment must be paid by the Adviser to or on behalf of the Fund in any combination of cash or other immediately available funds and/or offset against amounts due from the Fund to the Adviser or its affiliates. The Adviser may elect to pay certain additional expenses on behalf of the Fund (each, a “Voluntary Expense Payment” and together with a Required Expense Payments, the “Expense Payments”), provided that no portion of the payment will be used to pay any interest expense of the Fund. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later than
12
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Fund within
“Available Operating Funds” means the sum of (i) the Fund’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Fund’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Fund on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
No Reimbursement Payment for any month shall be made if: (1) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relate, or (2) the Fund’s Other Operating Expenses at the time of such Reimbursement Payment exceeds 1.00% of the Fund’s NAV. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less Management Fees and Incentive Fees owed to the Adviser, and interest expense, by the Fund’s net assets. “Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.
The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.
For the three and six months ended June 30, 2026, the Adviser is required to provide expense support of $
Co-Investment Exemptive Relief
The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On June 14, 2022, the SEC granted certain affiliates of the Fund exemptive relief (the “Order“) that permits the Fund to co-invest alongside other funds managed by the Adviser or certain of its affiliates, if, among other things, a “required majority“ (as defined in Section 57(o) of the 1940 Act) of the directors who are not “interested persons” of the Fund, the Adviser or their respective affiliates as defined in Section 2 (a)(19) of the 1940 Act (“Independent Directors”) make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Fund and shareholders and do not involve overreaching in respect of the Fund or shareholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of shareholders and is consistent with the Fund’s then-current investment objective and strategies. The Order provides that, in connection with any co-investment transaction, the Fund may participate in any such co-investment transaction on terms that are the same as those applicable to the other funds managed by, or certain entities affiliated with, the Adviser or certain of its affiliates. To the extent an investment by such other fund or entity, as applicable, in an applicable co-investment opportunity is based on favorable terms, the Fund will benefit from investing in such co-investment opportunity based on such favorable terms. In addition, the Order provides that, in connection with any such co-investment transaction, the Fund will receive its pro rata share of any transaction fees (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by section 17(e) or 57(k) of the 1940 Act), in respect of such co-investment transaction, based on the Fund’s relative share of the amount invested or committed, as applicable, in such transaction.
13
Note 4.Offering Costs and Organizational Expenses
The Fund will bear expenses relating to its offering of its Shares. Offering expenses include, without limitation, legal, accounting, printing and other offering costs including those associated with the preparation of a registration statement in connection with any offering of Shares.
Organizational expenses include, without limitation, legal fees related to the creation and organization of the Fund, its related documents of organization and its election to be regulated as a BDC.
For the three and six months ended June 30, 2026, the Fund incurred organizational and offering expenses of $
Note 5.Commitments and Contingencies
Litigation and Regulatory Matters
From time to time, the Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Fund’s rights under contracts with the Fund’s portfolio companies. The Fund and the Adviser are not currently a party to any material legal proceedings.
Note 6.Net Assets
For the three and six months ended June 30, 2026, the Fund did
Note 7. Financial Highlights
Financial highlights are not required for the three and six months ended June 30, 2026, as the Adviser was the sole shareholder, and the Fund has not yet commenced investment operations.
Note 8. Subsequent Events
Management has evaluated subsequent events and transactions for potential recognition and/or disclosure through the date the financial statements were issued. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized on the financial statements as of and for the three and six months ended June 30, 2026.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
| ● | 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 disruptions from the impact of any public health emergencies or crises; |
| ● | interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; |
| ● | the impacts of rising interest and inflation rates and the risk of recession on our business prospects and the prospects of our portfolio companies; |
| ● | general economic, political and industry trends and other external factors |
| ● | 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 effect on the industries in which we invest; |
| ● | the ability of our portfolio companies to achieve their objectives; |
| ● | the adequacy of our financing sources and working capital; |
| ● | the timing 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 ability of our Adviser and its affiliates to attract and retain highly talented professionals; |
| ● | our ability to maintain our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”); |
| ● | the effect of changes in tax laws and regulations and interpretations thereof; and |
| ● | the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” of the Fund’s annual report on Form 10-K for the fiscal year ended December 31, 2025, and elsewhere in this report. |
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Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2025 and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of 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.
The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Unless indicated otherwise, the “Fund,” “we,” “us,” and “our” refer to Stone Point Credit Income Fund - Select, and the “Adviser” refers to Stone Point Credit Income Adviser LLC, an affiliate of Stone Point Capital LLC (“Stone Point Capital”) (together with the Adviser and their other affiliates, collectively, “Stone Point”).
Overview
We were formed as a statutory trust under the laws of the State of Delaware on June 13, 2025. We have not commenced investment operations as of June 30, 2026. We have elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”), and intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code. As such, we will be 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 have called equity capital in the amount of $1,000. See “Subscriptions” under “Financial Condition, Liquidity and Capital Resources” below for further details. Management anticipates calling equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to private placements (“Private Offering”) of Shares.
Investment Objective and Strategy
Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments, as described below, that are issued in private offerings or issued by private companies) (the “80% Policy”). If we change the 80% Policy, we will provide shareholders with at least 60 days’ notice of such change. Under normal circumstances, we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through private credit.
We generally expect to invest in middle market companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $30 million and $250 million annually. Typical middle market senior loans may be issued by middle market companies in the context of leveraged buyouts, acquisitions, debt refinancings, recapitalizations, and other similar private credit transactions or a combination of the foregoing in seeking to achieve our investment objective. Notwithstanding the foregoing, the Adviser may determine whether companies qualify as “middle market” in its sole discretion, and we may from time to time invest in larger or smaller companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. Our target credit investments typically have maturities between 3 and 6 years. We have adopted a non-fundamental policy to invest, under normal market conditions, at least 75% of the value of our total assets (measured at the time of each such investment) in investments that are in the financial services, business services, software and technology or healthcare services sectors, as defined and determined by the Adviser. The remaining 25% of the value of our total assets (measured at the time of each such investment) may be invested across a wide range of sectors.
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Key Components of Operations
Investments
Our level of investment activity can and will vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the type of investments we make.
Revenues
We expect to generate revenues primarily through receipt of interest and dividend income from our investments. In addition, we may generate income from capital gains on the sales of loans and debt and equity related securities and various loan origination and other fees and dividends on direct equity investments.
Expenses
Day-to-day investment operations are managed by the Adviser, and services necessary for our business, including the origination and administration of our investment portfolio, are provided by individuals who are employees of the Adviser and Administrator, pursuant to the terms of the Investment Advisory Agreement and Administration Agreement. We reimburse the Administrator for its allocable portion of expenses incurred by it in performing its obligations under the Administration Agreement, including its allocable portion of the cost of certain of our officers and their respective staff, and the Adviser for certain expenses under the Investment Advisory Agreement. We bear our allocable portion of the compensation paid by Stone Point to our Chief Compliance Officer and Chief Financial Officer and their respective staff (based on a percentage of time such individuals devote, on an estimated basis, to the Fund’s business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, and (iii) all other expenses of its operations and transactions.
From time to time, the Adviser and the Administrator or its affiliates may pay third-party providers of goods or services. We will subsequently reimburse the Adviser for such amounts paid on our behalf. There is no contractual cap on the amount of reasonable costs and expenses for which the Adviser will be reimbursed.
Leverage
The amount of leverage that we employ depends on the Adviser’s and the Board’s assessment of market and other factors at the time of any proposed borrowing. In accordance with the 1940 Act, with certain limitations, BDCs are allowed to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 200% (or 150% if certain conditions are met) after such borrowing. On June 27, 2025, the Adviser, as sole shareholder of the Fund, approved a proposal that effective June 28, 2025, permits the Fund to reduce its asset coverage ratio to 150%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. As of June 30, 2026, we had not incurred any borrowings.
In any period, our interest expense will depend largely on the extent of our borrowing, and we expect interest expense will increase as we increase our leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets as collateral to financing facilities.
Portfolio and Investment Activity
As of June 30, 2026, we have not commenced investment activity.
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Results of Operations
As of June 30, 2026, we have not commenced investment activity. The following table presents the operating results for the three and six months ended June 30, 2026 :
| Three Months | | Six Months | |||
Ended | Ended | |||||
June 30, | June 30, | |||||
2026 | 2026 | |||||
Total investment income |
| $ | 9 |
| $ | 27 |
Less: total expenses |
| 146,400 |
| 327,959 | ||
Expense support reimbursement |
| (146,391) |
| (327,932) | ||
Net investment income (loss) |
| — |
| — | ||
Total net realized gains (losses) |
| — |
| — | ||
Net change in unrealized appreciation (depreciation) on investments |
| — |
| — | ||
Net increase (decrease) in net assets resulting from operations |
| — |
| — | ||
Investment Income
For the three and six months ended June 30, 2026, the Fund earned $9 and $27, respectively, from interest on cash and cash equivalents.
Expenses
Operating expenses for the three and six months ended June 30, 2026, were as follows:
| Three Months | | Six Months | |||
Ended | Ended | |||||
June 30, | June 30, | |||||
2026 | 2026 | |||||
Organizational expenses | $ | — | $ | 2,716 | ||
Trustees fees |
| 7,500 |
| 15,000 | ||
Professional fees |
| 138,900 |
| 310,243 | ||
Total expenses |
| 146,400 |
| 327,959 | ||
Under the Administration Agreement, we will reimburse the Administrator for all reasonable costs and expenses incurred for services performed for us. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and we will reimburse the expenses of these parties incurred directly and/or paid by the Administrator on our behalf. The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion. For the three and six months ended June 30, 2026, we incurred $13,256 and $22,795, respectively, of administrative overhead expenses, which were included on the Statement of Operations as professional fees.
Income Taxes, Including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our Shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income, if any, for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our Shareholders, which generally relieve us from corporate-level U.S. federal income taxes and excise tax to the extent of such distributions.
Financial Condition, Liquidity and Capital Resources
We intend to generate cash from (1) future sales of our Shares, (2) cash flows from operations and (3) borrowings from banks or other lenders. We seek to enter into 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.
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As of June 30, 2026, we have not commenced investment operations. Upon commencement of investment operations, our primary use 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 paying the Adviser), (3) debt service of any borrowings and (4) cash distributions to the holders of our Shares.
Equity
Subscriptions
For the three and six months ended June 30, 2026, we did not receive any subscriptions or issue any Shares.
Sales of Shares will be made pursuant to subscription agreements entered into with our investors. Under the terms of the subscription agreements, investors will be required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten business days prior notice to the funding date.
Each of the sales of Shares will be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder.
Debt
Credit Facility
As of June 30, 2026, we have not entered into any financing facilities.
Commitments and Off-Balance Sheet Arrangements
Litigation and Regulatory Matters
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio. We and the Adviser are not currently a party to any material legal proceedings.
Investor Commitments
As of June 30, 2026, we received $1,000 of capital commitments from the Adviser, of which $0 remains unfunded.
Contractual Obligations
As of June 30, 2026, we have not commenced operations and did not have any significant contractual payment obligations.
Hedging
In connection with certain portfolio investments, we may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while we may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors may result in a poorer overall performance for us than if we had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions as of June 30, 2026.
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Critical Accounting Policies
This discussion of our operating plans is based upon our financial statements, which are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our financial statements.
Valuation of Investments
The Board has designated the Adviser as our “Valuation Designee” under Rule 2a-5 under the 1940 Act. The Adviser determines the value of our investments in accordance with our Valuation Policy and fair value accounting guidance promulgated under GAAP, which establishes a hierarchical disclosure framework which ranks the observability inputs used in measuring financial instruments at fair value.
Revenue Recognition
We intend to record interest income on an accrual basis to the extent that we expect to collect such amounts. Dividend income on preferred equity securities will be 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 will be recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Certain investments may have contractual PIK interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. We will not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. We intend to record prepayment premiums on loans and debt securities as interest income. During the three and six months ended June 30, 2026, we earned $9 and $27 in interest income from cash and cash equivalents.
Organizational Expenses and Offering Expenses
We bear expenses relating to our organization and the private placement of our Shares. Organizational expenses include, without limitation, legal fees related to our creation and organization, our related documents of organization and our election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting, printing and other offering costs including those associated with the preparation of our registration statement on Form 10 and any other registration statement in connection with any subsequent offering of Shares. Organizational costs to establish the Fund are expensed as incurred. Offering costs in connection with the offering of Shares are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of investment operations, which has not yet occurred.
U.S. Federal Income Taxes
We intend to elect to be treated, and intend to qualify annually, to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to shareholders. To qualify as a RIC, we must, among other things, maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and is determined without regard to any deduction for dividends paid.
Item 3.Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including valuation risk and interest rate risk.
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Valuation Risk
We intend to invest primarily in illiquid debt securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser in accordance with the 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.
Interest Rate Risk
We are subject to financial market risks, most significantly, changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments. We did not engage in interest rate hedging activities during the three and six months ended June 30, 2026.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2026 (the end of the period covered by this report), our management, including our Principal Executive Officer and Principal 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 Principal Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings 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 Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Changes in Internal Control over Financial Reporting
During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II.OTHER INFORMATION
Item 1.Legal Proceedings
Neither we nor our Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or the Adviser. From time to time, we or the Adviser may be a party to certain legal proceedings in the ordinary course of business, including 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. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
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Item 1A.Risk Factors
There have been no material changes from the risk factors previously disclosed in our Form 10-K, as filed with the SEC on March 19, 2026.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The Fund 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.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosure
Not applicable.
Item 5.Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2026, none of our Trustees or executive officers
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 | |
3.2 | |
31.1 | |
31.2 | |
32.1 | |
32.2 | |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its 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 (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Furnished herewith |
1 | Previously filed as an exhibit to Amendment No. 1 to the Fund’s registration statement on Form 10 (File No. 000-56766) filed with the SEC on September 26, 2025. |
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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.
Stone Point Credit Income Fund - Select | |||
Date: August 14, 2026 | By: | /s/ Scott J. Bronner | |
Name: Scott J. Bronner | |||
Title: Principal Executive Officer | |||
Date: August 14, 2026 | By: | /s/ Steven P. Henke | |
Name: Steven P. Henke | |||
Title: Principal Financial Officer | |||
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