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EQUITY AND EARNINGS PER SHARE
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
EQUITY AND EARNINGS PER SHARE EQUITY AND EARNINGS PER SHARE
As of September 30, 2026, the Company is authorized to issue an unlimited number of common shares, par value $0.01 per share. In connection with the initial closing of the Private Offering, the Company amended and restated its declaration of trust, which authorizes (i) an unlimited number of common shares of beneficial interest, par value $0.01 per share, including (a) an unlimited number of common shares classified as Class S common shares, par value $0.01 (“Class S”), (b) an unlimited number of common shares classified as Class T common shares, par value $0.01 (“Class T”), (c) an unlimited number of common shares classified as Class D common shares, par value $0.01 (“Class D”), (d) an unlimited number of common shares classified as Class I common shares, par value $0.01 (“Class I”), (e) an unlimited number of common shares classified as Class J common shares, par value $0.01 (“Class J”), (f) an unlimited number of common shares classified as Class J-2 common shares, par value $0.01 (“Class J-2”) and (g) an unlimited number of common shares classified as Class E common shares, par value $0.01 (“Class E”), and (ii) an unlimited number of shares classified as preferred shares. In December 2025, the Company commenced the continuous private offering of its common shares pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and other exemptions of similar import in the laws of the states and other jurisdictions in which the offering is being made.
The Adviser may, at its discretion, elect to receive Class E shares in lieu of cash as payment for management fees, primarily to support the Company’s cash management objectives and to align interests; however, the Adviser may have its shares repurchased from time to time. For the three and nine months ended September 30, 2026, the Adviser elected to receive $212.3 thousand in Class E shares or 10,469 Class E shares and $432.9 thousand in Class E shares or 21,380 Class E shares, respectively.
In order to facilitate the origination or acquisition of the Company’s initial investments, the Sponsor (or an affiliate) has agreed to purchase (in one or more purchases) the lesser of (i) 5% of the Company’s total NAV and (ii) $20.0 million of Class E shares at a price per share equal to the most recently determined NAV of Class E shares. Since inception through September 30, 2026, the Sponsor contributed $6.4 million and as of September 30, 2026 held 319,709 Class E shares.
The share classes have different upfront selling commissions, dealer manager fees and Shareholder Servicing Fees, as well as different management and performance fees.
Share Repurchases
Under the Company’s share repurchase plan, shareholders may request on a monthly basis that the Company repurchase all or any portion of their shares. The Company is not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in the Company’s discretion. In addition, the Company’s ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each month. Under the Company’s share repurchase plan, to the extent the Company chooses to repurchase shares in any particular month, it will only repurchase shares as of the opening of the last business day of that month (each such date, a “Repurchase Date”). Notwithstanding the foregoing, shareholders of Class J shares have agreed not to submit their Class J shares for repurchase until the date that is two years from the date of purchase of the applicable Class J shares.
The repurchase price for repurchases will generally be based on the NAV per share of the applicable class as of the last calendar day of the prior month, except that shares tendered for repurchase within the first 12 months of issuance will be repurchased at 95% of the transaction price, reflecting a 5% deduction from that price (an “Early Repurchase Deduction”). The holding period is measured as of the closing date immediately preceding the prospective Repurchase Date. Subject to the Company's ability to meet the applicable REIT tax requirements, the Early Repurchase Deduction may only be waived in the case of repurchase requests arising from the death or qualified disability of the holder and in other limited circumstances.
The aggregate NAV of total repurchases of common shares is limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the previous calendar quarter). Shares purchased by the Adviser or its affiliates or issued to such parties in lieu of cash in respect of the management fee, the performance fee or as other compensation or as reimbursements of expenses or to the Sponsor for any future commitments to the Company are not subject to these repurchase limitations.
Further, the Board may make exceptions to, modify or suspend the Company’s share repurchase plan if it deems in its reasonable judgment such action to be in the Company’s best interest (including to make exceptions to the repurchase limitations or Early Repurchase Deduction, or repurchase fewer shares than such repurchase limitations).
During the three and nine months ended September 30, 2026, no common shares were repurchased pursuant to the Company’s share repurchase plan.
Distributions
The Company considers a variety of factors when determining its distributions, including cash flows from operations, funds available for distribution, NAV and total return, and in any case, generally intends to distribute its net income in a manner intended to satisfy the 90% distribution requirement to comply with the REIT provisions of the Code and to avoid both corporate income tax and the 4% nondeductible excise tax.
The following tables detail the net distributions declared for each applicable class of common shares. Class J and Class E shares are not subject to a servicing fee. There were no distributions declared or paid for the same periods disclosed on the equity tables in the prior year.
Three Months Ended
September 30, 2026
Class JClass E
Net Distributions Declared per Common Share$0.5100 $0.5100 
Nine Months Ended
September 30, 2026
Class JClass E
Net Distributions Declared per Common Share$1.5300 $1.5300 

Earnings Per Share
The Company computes net income (loss) per common share using the two-class method, as certain unvested restricted share grants of Class E held by the Company’s independent trustees with nonforfeitable dividend rights qualify as participating securities. Under this method, income available to common shareholders is allocated between common shares and participating securities based on dividends declared and their respective rights to share in undistributed earnings as if all earnings for the period had been distributed. Participating securities are not allocated undistributed net losses, as they have no contractual obligation to share in losses. Basic net income (loss) per share per class of common share is computed by dividing net income (loss) allocated to each class of common shares by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the impact of potentially dilutive securities outstanding during the period, including unvested share-based awards, determined using the treasury stock method. Potential dilutive common shares are excluded from the calculation when their effect is anti-dilutive in the period. Unvested awards subject to service vesting conditions are excluded from basic net income per share until such conditions are satisfied.
Approximately 9,750 unvested shares for the three and nine months ended September 30, 2026 were excluded from the basic per share computations as their vesting is contingent upon achievement of a service requirement which had not been met during the period.
The following table summarizes the basic and diluted earnings per share calculations:
Three Months Ended September 30,For the Period of July 31, 2025 (date of formation) through September 30,Nine Months Ended September 30,For the Period of July 31, 2025 (date of formation) through September 30,
2026202520262025
Net Income by Class of Common Share:
Class J basic and diluted$4,245 $— $8,232 $— 
Class E basic and diluted234 
—(1)
447 
—(1)
Weighted Average Number of Common Shares Outstanding:
Class J basic and diluted7,491,418 — 5,965,039 — 
Class E basic382,073 100 286,578 100 
Effect of dilutive Class E unvested shares9,750 — 9,750 — 
Class E diluted391,823 100 296,328 100 
Net Income per Common Share:
Class J basic and diluted$0.57 $— $1.38 $— 
Class E basic0.61 0.04 1.56 0.04 
Class E diluted0.60 0.04 1.51 0.04 
(1)Amount is presented as zero as it is less than one thousand.