Borrowings

12 Months Ended

Dec. 31, 2025

Note 7—Borrowings

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. As a result of complying with the requirements set forth in Section 61 of the 1940 Act, the Fund is able to borrow amounts such that its asset coverage ratio is at least 150%, rather than 200%. As of December 31, 2025 and 2024, the Fund's asset coverage ratios were 197.52% and 190.74%, respectively.

Secured Loan Facility

On July 16, 2024 and as most recently amended on October 15, 2025, Subsidiary II has entered into a Loan and Servicing Agreement (as amended, the "Secured Loan Facility"), with Sumitomo Mitsui Banking Corporation, as collateral agent, administrative agent and a lender, Webster Bank, N.A., as a lender, and Western Alliance Trust Company, N.A., as account bank, collateral custodian and collateral administrator. The Secured Loan Facility provides for borrowings in U.S. dollars up to a maximum principal amount of $445 million for a six-month period beginning on October 15, 2025 (the "Upsize Period") and $400 million after the Upsize Period. Proceeds from the borrowings under the Secured Loan Facility will be used primarily to finance the purchase or origination of loans. Unless otherwise terminated, the Secured Loan Facility will mature on July 16, 2029. The interest rate on outstanding loans will be calculated by the 1-month SOFR rate plus a spread of 2.20%. Prior to March 27, 2025, the interest rate on outstanding loan was calculated by taking the highest of the Prime Rate, the Federal Funds Rate plus 0.50%, the 1-month SOFR rate plus 1.0% or zero, plus a spread of 2.60%. Subsidiary II paid an upfront fee of $3 million that was due by March 31, 2025, and pays an administrative fee of $5 on each payment date. On March 27, 2025, Subsidiary II paid an additional upfront fee of $750 related to the amended Secured Loan Facility. On any date when the undrawn commitment is less than or equal to 50% of the aggregate commitment, the non-usage fee will be 0.50% per annum. On any date when the undrawn commitment is greater than 50% of the aggregate commitment, the non-usage fee will be 1.00% per annum.

The weighted average annualized interest cost (excluding amortization of deferred financing costs and other fees) for all borrowings under the Secured Loan Facility for the years ended December 31, 2025 and 2024 was 6.45% and 7.31%, respectively. The average daily debt outstanding for the years ended December 31, 2025 and 2024 was $299,114 and $28,069, respectively. The maximum debt outstanding for the years ended December 31, 2025 and 2024 was $408,305 and $160,100, respectively.

The following table represents borrowings under the Secured Loan Facility as of December 31, 2025.


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Consolidated Statement of Assets and Liabilities
Secured Loan Facility	$	445,000	$	393,305	$	2,740	$	390,565
Total	$	445,000	$	393,305	$	2,740	$	390,565

The following table represents borrowings under the Secured Loan Facility as of December 31, 2024.


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Consolidated Statement of Assets and Liabilities
Secured Loan Facility	$	300,000	$	160,100	$	722	$	159,378
Total	$	300,000	$	160,100	$	722	$	159,378

The following table represents interest and debt fees under the Secured Loan Facility for the year ended December 31, 2025.


	Interest Rate(1)	Interest Expense		Deferred Financing Costs (2)		Other Fees (2)
Secured Loan Facility	SOFR + 2.20%	$	20,065	$	733	$	—
Total		$	20,065	$	733	$	—

(1)

As of December 31, 2025, the 1-month SOFR rate was 3.69%.

(2)

Amortization of deferred financing costs and other fees are included in "interest expense" on the Consolidated Statements of Operations.

The following table represents interest and debt fees under the Secured Loan Facility for the year ended December 31, 2024.


	Interest Rate(1)	Interest Expense		Deferred Financing Costs (2)		Other Fees (2)
Secured Loan Facility	SOFR + 2.60%	$	2,108	$	278	$	—
Total		$	2,108	$	278	$	—

(1)

As of December 31, 2024, the 1-month SOFR rate was 4.33%.

(2)

Amortization of deferred financing costs and other fees are included in "interest expense" on the Consolidated Statements of Operations.

At December 31, 2025 and December 31, 2024, the carrying amount of the Fund's borrowings on the Secured Loan Facility approximated their fair value in accordance with ASC 820. As of December 31, 2025 and December 31, 2024, the Fund’s borrowings are deemed to be a Level 3 measurement, as defined in Note 3—Fair Value of Financial Instruments.

Credit Facility

On December 2, 2025, the Fund entered into a senior secured revolving credit agreement with the Fund, as borrower, the lenders from time to time parties thereto, The Bank of Nova Scotia, as administrative agent, collateral agent, issuing bank, swingline lender and as lead arranger (the “Credit Facility”). The Credit Facility will be guaranteed by certain subsidiaries of the Fund that may be formed or acquired by the Fund in the future. Proceeds from the borrowings under the Credit Facility will be used for general corporate purposes, including the funding of portfolio investments. The maximum principal amount of the Credit Facility is $150 million subject to availability under the borrowing base, which is based on the Fund’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Facility may be increased up to $300 million through the exercise by the Fund of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions, and includes a $50 million limit for swingline loans.

The availability period under the Credit Facility will terminate on December 3, 2029 (the “Commitment Termination Date”) and the Credit Facility will mature on December 2, 2030 (the “Final Maturity Date”). During the period from the Commitment Termination Date to the Final Maturity Date, the Fund will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances. The Fund may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Facility in U.S. dollars will bear interest at either Term SOFR plus a margin, or the “alternate base rate” (which is the highest of (a) the prime rate, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) Term SOFR plus 1% plus a margin). The Fund may elect either the Term SOFR or alternate base rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Fund’s option, subject to certain conditions. Amounts drawn under the Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. The Fund also will pay a fee of 0.375% per annum on the average daily unused amounts under the Credit Facility.

The weighted average annualized interest cost (excluding amortization of deferred financing costs and other fees) for all borrowings under the Credit Facility for the year ended December 31, 2025 was 6.86%. The average daily debt outstanding for the year ended December 31, 2025 was $42,000. The maximum debt outstanding for the year ended December 31, 2025 was $88,000.

The following table represents borrowings under the Credit Facility as of December 31, 2025.


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Consolidated Statement of Assets and Liabilities
Credit Facility	$	150,000	$	88,000	$	630	$	87,370
Total	$	150,000	$	88,000	$	630	$	87,370

The following table represents interest and debt fees for the year ended December 31, 2025.


	Interest Rate(1)	Interest Expense		Deferred Financing Costs (2)		Other Fees (2)
Credit Facility	SOFR + 2.00%	$	237	$	26	$	—
Total		$	237	$	26	$	—

(1)

As of December 31, 2025, the 1-month SOFR rate was 3.69%.

(2)

Amortization of deferred financing costs and other fees are included in "interest expense" on the Consolidated Statements of Operations.

At December 31, 2025, the carrying amount of the Fund's borrowings on the Credit Facility approximated their fair value in accordance with ASC 820. As of December 31, 2025, the Fund’s borrowings are deemed to be a Level 3 measurement, as defined in Note 3—Fair Value of Financial Instruments.

Secured Borrowing Agreement

On July 22, 2024, the Fund entered into a participation agreement (the "Participation Agreement") with Macquarie Bank Limited ("Macquarie"). The Fund will transfer investments to Macquarie for cash and repurchase the same investment on a forward settlement basis. The repurchase transaction will have a settlement date of up to 90 days. The repurchase transaction under the Participation Agreement is a type of secured borrowing, in which the Fund will retain the economics of the investment and will pay an interest charge. The amount outstanding under the Participation Agreement as of December 31, 2025 and December 31, 2024 was $0 and $63,237, respectively, which is reflected as "Secured Borrowing" on the Consolidated Statements of Assets and Liabilities. The average amount outstanding for the years ended December 31, 2025 and 2024 were $50,847 and $20,477, respectively. The amount of interest incurred under the Participation Agreement for the years ended December 31, 2025 and 2024, was $3,758 and $805, respectively, which equated to an effective interest rate of 7.40% and 8.14%, respectively. Interest expense incurred under the Participation Agreement is included on the Consolidated Statements of Operations as "Interest expense".

The following table represents borrowings under the Secured Borrowing Facility as of December 31, 2025.

          
         Total Aggregate Borrowing Capacity

         Total Principal Outstanding

         Less Deferred Financing Costs

         Amount per Consolidated Statement of Assets and Liabilities

Secured Borrowing Facility

N/A

—

—

—

  Total

N/A

—

—

—

The following table represents borrowings under the Secured Borrowing Facility as of December 31, 2024.


	Total Aggregate Borrowing Capacity	Total Principal Outstanding		Less Deferred Financing Costs		Amount per Consolidated Statement of Assets and Liabilities
Secured Borrowing Facility	N/A	$	63,237	$	—	$	63,237
Total	N/A	$	63,237	$	—	$	63,237

The following table represents interest and debt fees under the Secured Borrowing Facility for the year ended December 31, 2025.


	Interest Rate(1)	Interest Expense		Deferred Financing Costs (2)		Other Fees (2)
Secured Borrowing Facility	7.40%	$	3,758	$	—	$	—
Total		$	3,758	$	—	$	—

(1)

The effective interest rate reflects SOFR plus a weighted average spread across all secured borrowings. As of December 31, 2025, the 3-month SOFR rate was 3.65%.

(2)

Amortization of deferred financing costs and other fees are included in "interest expense" on the Consolidated Statements of Operations.

The following table represents interest and debt fees under the Secured Borrowing Facility for the year ended December 31, 2024.


	Interest Rate(1)	Interest Expense		Deferred Financing Costs (2)		Other Fees (2)
Secured Borrowing Facility	8.52%	$	805	$	—	$	—
Total		$	805	$	—	$	—

(1)

The effective interest rate reflects SOFR plus a weighted average spread across all secured borrowings. As of December 31, 2024, the 3-month SOFR rate was 3.65%.

(2)

Amortization of deferred financing costs and other fees are included in "interest expense" on the Consolidated Statements of Operations.

At December 31, 2025 and December 31, 2024, the carrying amount of the Fund's borrowings on the Secured Borrowing Facility approximated their fair value in accordance with ASC 820. As of December 31, 2025 and December 31, 2024, the Fund's borrowings are deemed to be a Level 3 measurement, as defined in Note 3—Fair Value of Financial Instruments.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

John Hancock Comvest Private Income Fund 10-K